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R-09-1638
CITY OF CLERMONT RESOLUTION NO. 1638 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CLERMONT, FLORIDA AMENDING AND RESTATING IN ITS ENTIRETY RESOLUTION NO. 1542 ADOPTED ON AUGUST 28, 2007; AMENDING AND SUPPLEMENTING RESOLUTION NO. 1162 ADOPTED BY THE CITY COUNCIL OF THE CITY OF CLERMONT, FLORIDA, ON OCTOBER 24, 2000, FOR THE PURPOSE OF AUTHORIZING THE ISSUANCE BY THE CITY OF NOT EXCEEDING $17,500,000 PRINCIPAL AMOUNT OF WATER AND SEWER REVENUE REFUNDING BONDS, SERIES 2009, FOR THE PURPOSES OF (I) REFUNDING THE CITY'S OUTSTANDING WATER AND SEWER REVENUE AND REFUNDING BONDS, SERIES 2000 (THE "REFUNDED OBLIGATIONS"), (II) FUNDING A DEBT SERVICE RESERVE ACCOUNT WITH RESPECT TO THE SERIES 2009 BONDS AND (III) PAYING THE COSTS OF ISSUING THE SERIES 2009 BONDS; PLEDGING TO SECURE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE SERIES 2009 BONDS THE PLEDGED FUNDS DESCRIBED IN RESOLUTION NO. 1162; ESTABLISHING OR PROVIDING FOR THE ESTABLISHMENT OF THE DATED DATE, INTEREST RATES, INTEREST PAYMENT DATES, PROVISIONS FOR REDEMPTION AND MATURITY SCHEDULES OF SAID SERIES 2009 BONDS; DELEGATING CERTAIN AUTHORITY TO THE ADMINISTRATIVE SERVICES DIRECTOR TO AWARD SAID SERIES 2009 BONDS PURSUANT TO A PUBLIC BID, PROVIDED THE BIDS SUBMITTED SATISFY CERTAIN PARAMETERS SET FORTH HEREIN; APPROVING THE FORM OF A PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING THE EXECUTION OF A FINAL OFFICIAL STATEMENT WITH RESPECT TO THE SERIES 2009 BONDS; APPROVING THE FORM OF AN OFFICIAL NOTICE OF SALE, SUMMARY NOTICE OF SALE AND BID FORM WITH RESPECT TO SAID SERIES 2009 BONDS; APPOINTING THE REGISTRAR AND PAYING AGENT FOR THE SERIES 2009 BONDS AND APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF A REGISTRAR AND PAYING AGENCY AGREEMENT; APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF A CONTINUING DISCLOSURE CERTIFICATE; AUTHORIZING EXECUTION OF ONE OR MORE AGREEMENTS WITH A BOND INSURER TO ISSUE A BOND INSURANCE POLICY TO SECURE THE PAYMENT OF THE SERIES 2009 BONDS AND TO ISSUE A RESERVE ACCOUNT INSURANCE POLICY WITH RESPECT TO THE SERIES 2009 BONDS; APPOINTING AN ESCROW HOLDER AND APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF AN ESCROW DEPOSIT AGREEMENT PROVIDING FOR THE PAYMENT OF THE REFUNDED OBLIGATIONS; AMENDING SECTION 4.5(D) OF RESOLUTION NO. 1162 TO PROVIDE FOR SEPARATE ACCOUNTS IN THE DEBT SERVICE RESERVE FUND TO SECURE SEPARATE SERIES OF JACK_620311.8 BONDS; MAKING CERTAIN COVENANTS AND AGREEMENTS FOR THE BENEFIT OF THE HOLDERS OF THE SERIES 2009 BONDS; AND PROVIDING AN EFFECTIVE DATE. JACK_620311.8 TABLE OF CONTENTS Page No. ARTICLE 1 GENERAL SECTION 1.1 Definitions ............................................................................................................... 1 SECTION 1.2 Authority for Resolution ......................................................................................... 3 SECTION 1.3 Resolution to Constitute Contract ........................................................................... 3 SECTION 1.4 Findings ................................................................................................................... 4 SECTION 1.5 Authorization of Refunding .................................................................................... 6 ARTICLE 2 AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF SERIES 2009 BONDS SECTION 2.1 Authorization of Series 2009 Bonds ....................................................................... 6 SECTION 2.2 Description of Series 2009 Bonds ........................................................................... 7 SECTION 2.3 Application of Series 2009 Bond Proceeds ............................................................. 8 SECTION 2.4 Execution of Series 2009 Bonds ............................................................................. 8 SECTION 2.5 Book-Entry Only ..................................................................................................... 9 SECTION 2.6 Authentication ....................................................................................................... 10 SECTION 2.7 Temporary Bonds .................................................................................................. 10 SECTION 2.8 Series 2009 Bonds Mutilated, Destroyed, Stolen or Lost ..................................... 10 SECTION 2.9 Interchangeability, Negotiability and Transfer ..................................................... 11 SECTION 2.10 Form of Bonds .................................................................................................... 12 ARTICLE 3 SECURITY, SPECIAL FUNDS AND APPLICATION THEREOF; AMENDMENT TO ORIGINAL INSTRUMENT SECTION 3.1 Series 2009 Bonds not to be Indebtedness of Issuer ............................................... 4 SECTION 3.2 Security for Series 2009 Bonds ............................................................................... 4 SECTION 3.3 Additional Security ................................................................................................. 4 SECTION 3.4 Application of Provisions of Original Instrument ................................................... 4 SECTION 3.5 Amendment to Section 4.5(D) of Original Instrument ........................................... S ARTICLE 4 MISCELLANEOUS SECTION 4.1 Selection of Bond Insurer ....................................................................................... 5 SECTION 4.2 Provisions Relating to the Reserve Fund Insurance Policy .................................... 6 i JACK_620311.8 SECTION 4.3 Sale of the Series 2009 Bonds ................................................................................. 6 SECTION 4.4 Approval of Draft Preliminary Official Statement and Authorization of Preliminary Official Statement and Final Official Statement . .......................... . 6 SECTION 4.5 Conditions to Acceptance of Bid ........................................................................... . 7 SECTION 4.6 Registrar and Paying Agent; Authorization of Execution and Delivery of Registrar and Paying Agency Agreement .......................................................... 8 SECTION 4.7 Escrow Holder; Execution and Delivery of Escrow Deposit Agreement ............... 8 SECTION 4.8 Authorization of Execution and Delivery of Continuing Disclosure Certificate ........................................................................................................... 8 SECTION 4.9 General Authority ................................................................................................... 9 SECTION 4.10 Authorization of Execution of Certificates and Other Instruments ...................... 9 SECTION 4.11 No Personal Liability ............................................................................................ 9 SECTION 4.12 No Third Party Beneficiaries .............................................................................. 10 SECTION 4.13 Severability of Invalid Provisions ....................................................................... 10 SECTION 4.14 Repeal of Inconsistent Resolutions ..................................................................... 10 SECTION 4.15 Original Instrument in Full Force and Effect ...................................................... 10 SECTION 4.16 Table of Contents and Headings not Part Hereof ............................................... 10 SECTION 4.17 Effective Date ..................................................................................................... .. 1 Exhibit A Official Notice of Sale Exhibit B Summary Notice of Sale Exhibit C Draft of Preliminary Official Statement Exhibit D Continuing Disclosure Certificate Exhibit E Registrar and Paying Agency Agreement Exhibit F Escrow Deposit Agreement ii JACK 620311.8 WHEREAS, the City Council (the "City Council") of the City of Clermont, Florida adopted Resolution No. 1542 on August 28, 2007; and WHEREAS, the City Council has determined that it is in the best financial interest of the City to amend and restate in its entirety Resolution No. 1542 as hereinafter provided; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CLERMONT, FLORIDA THAT RESOLUTION NO. 1542 IS AMENDED AND RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS: ARTICLE 1 GENERAL SECTION 1.1 Definitions. When used in this Resolution, the terms defined in the Original Instrument (as hereinafter defined) shall have the respective meanings assigned thereto by the Original Instrument and the following terms shall have the following meanings, unless the context clearly otherwise requires: "Act" shall mean the Constitution and laws of the State of Florida, including Chapter 166, Part II, Florida Statutes, as amended, and other applicable provisions of law. "Administrative Services Director" shall mean the Administrative Services Director of the Issuer or such other person as may be duly authorized by the Issuer to act on his or her behalf "Bond Counsel" shall mean Foley & Lardner LLP, Jacksonville, Florida, bond counsel to the Issuer with respect to the issuance of the Series 2009 Bonds. "Bond Insurance Policy" means a municipal bond insurance policy issued by the Insurer guaranteeing the scheduled payment of principal of and interest on the Series 2009 Bonds when due. "Book-Entry System" shall mean, with respect the Series 2009 Bonds, a form or system, as applicable, under which (1) the ownership of beneficial interest in the Series 2009 Bonds and debt service payments on the Series 2009 Bonds may be transferred only through a book entry and (2) physical Series 2009 Bond certificates in fully registered form are registered only in the name of a Depository or its nominee as holder, with the physical Series 2009 Bond certificates "immobilized" in the custody of the Depository. "Clerk" shall mean the City Clerk of the Issuer or such other person as may be duly authorized by the Issuer to act on his or her behalf. "Continuing Disclosure Certificate" shall mean the Continuing Disclosure Certificate of the Issuer with respect to the Series 2009 Bonds, substantially in the form attached hereto as Exhibit D. JACK_620311.8 "Depository" shall mean any Person which acts as a securities depository. The initial Depository for the Series 2009 Bonds shall be The Depository Trust Company. "Draft Preliminary Official Statement" shall mean the draft preliminary official statement relating to the Series 2009 Bonds, substantially in the form attached hereto as Exhibit C. "Escrow Account" shall mean the Escrow Account held for the benefit of the holders of the Refunded Obligations by the Escrow Holder under the Escrow Deposit Agreement. "Escrow Deposit Agreement" shall mean the Escrow Deposit Agreement to be executed and delivered between the Issuer and the Escrow Holder, substantially in the form attached hereto as Exhibit F. "Escrow Holder" shall mean the Escrow Holder appointed pursuant to Section 4.7 of this Resolution. "Escrow Requirement" shall have the meaning assigned to such term in the Escrow Deposit Agreement. "Financial Advisor" shall mean Public Financial Management, Inc. "Governing Body" shall mean the City Council of the Issuer or its successor in function. "Insurance Agreement" shall mean an Insurance and Reimbursement Agreement or similar agreement which may be entered into between the Issuer and the Insurer relating to the Series 2009 Bonds, the Bond Insurance Policy and the Reserve Fund Insurance Policy. "Insurer" shall mean, with respect to the Series 2009 Bonds, a municipal bond insurance corporation designated by the Mayor or the Administrative Services Director of the Issuer as provided in Section 4.1 hereof. "Mayor" shall mean the Mayor of the Issuer or such other person as may be duly authorized by the Issuer to act on his or her behalf. "Official Notice of Sale" shall mean the Official Notice of Sale relating to the Series 2009 Bonds substantially in the form attached hereto as Exhibit A. "Original Instrument" shall mean Resolution No. 1162 adopted by the Governing Body on October 24, 2000, amending and restating in its entirety Resolution No. 901 adopted by the Governing Body on February 27, 1996. "Purchaser" shall mean bidder submitting the lowest bid proposal in the competitive sale of the Series 2009 Bonds. "Refunded Obligations" shall mean all of the outstanding Series 2000 Bonds, to be irrevocably called for redemption in the Escrow Deposit Agreement. "Registered Owner" shall have the same meaning as the term "Bondholder." 2 JACK_620311.8 "Registrar and Paying Agency Agreement" shall mean the Registrar and Paying Agency Agreement between the Issuer and the Registrar and Paying Agent, substantially in the form attached hereto as Exhibit E. "Registrar and Paying Agent" shall mean the Person designated as such pursuant to Section 4.7 hereof and its successors and assigns. "Reserve Fund Insurance Policy" shall mean with respect to the Series 2009 Bonds a Reserve Fund Insurance Policy issued by the Insurer in connection with the issuance of the Series 2009 Bonds guaranteeing certain payments into the Reserve Fund. "Resolution" and "this Resolution" shall mean this instrument, as the same may from time to time be amended, modified or supplemented. "Series 2000 Bonds" shall mean the Issuer's outstanding Water and Sewer Revenue and Refunding Bonds, Series 2000, issued pursuant to the Original Instrument. "Series 2009 Bonds" shall mean the Water and Sewer Revenue and Refunding Bonds, Series 2009, authorized to be issued by the Issuer pursuant to Section 2.1 hereof. "Summary Notice of Sale" shall mean the Summary Notice of Sale relating to the Series 2009 Bonds substantially in the form attached hereto as Exhibit B. The terms "herein," "hereunder," "hereby," "hereto," "hereof," and any similar terms, shall refer to this Resolution; the term "heretofore" shall mean before the date of adoption of this Resolution; and the term "hereafter" shall mean after the date of adoption of this Resolution. Words importing the singular number include the plural number, and vice versa. SECTION 1.2 Authority for Resolution. This Resolution is adopted pursuant to the provisions of the Act and other applicable provisions of law. SECTION 1.3 Resolution to Constitute Contract. In consideration of the purchase and acceptance of any or all of the Series 2009 Bonds by those who shall hold the same from time to time, the provisions of this Resolution shall be deemed to be and shall constitute a contract between the Issuer and the Holders from time to time of the Series 2009 Bonds and shall be a part of the contract of the Issuer with any Credit Bank and any Insurer that pertains to the Series 2009 Bonds. The pledge made in this Resolution and the provisions, covenants and agreements herein set forth to be performed by or on behalf of the Issuer shall be for the equal benefit, protection and security of the Holders of any and all of the Series 2009 Bonds and for the benefit, protection and security of any Credit Bank and any Insurer insuring the Series 2009 Bonds. All of the Series 2009 Bonds, regardless of the time or times of their issuance or maturity, shall be of equal rank without preference, priority or distinction of any of the Series 2009 Bonds over any other thereof except as expressly provided in or pursuant to this Resolution. 3 JACK_620311.8 SECTION 1.4 Findings. It is hereby ascertained, determined and declared as follows: (A) The Issuer presently owns and operates a water and sewer system for the health, benefit and welfare of its citizen and inhabitants. (B) The Issuer has heretofore issued and has presently outstanding and unpaid the Refunded Obligations. (C) The Issuer deems it necessary, desirable and in the best financial interest of the Issuer that the Refunded Obligations be refunded in order to effectuate interest cost savings and a reduction in the debt service applicable to bonded indebtedness in the manner hereinafter provided. Simultaneously with the issuance of the Series 2009 Bonds, subject to Sections 2.1 and 4.6 hereof, a sufficient portion of the proceeds of the Series 2009 Bonds and other funds available will be paid by the Issuer to the Escrow Holder for deposit by the Escrow Holder into the Escrow Account established pursuant to the Escrow Deposit Agreement, to effectuate the refunding and defeasance of the Refunded Obligations by providing for the outstanding principal of, premium, if any, and accrued interest on the Refunded Obligations as provided in the Escrow Deposit Agreement. (D) The Issuer deems it necessary, desirable and in the best interests of the Issuer that the issuance of the Series 2009 Bonds be authorized as provided herein for the purpose of refunding the Refunded Obligations. (E) The Issuer deems it necessary, desirable and in the best interest of the Issuer that the Pledged Funds be pledged to the payment of the principal of and interest on the Series 2009 Bonds in the manner and to the extent described herein. No part of the Pledged Funds shall be pledged or encumbered in any manner, except that the Pledged Funds have been pledged as security for the Refunded Obligations. (F) The Original Instrument, in Section 6.2 thereof, provides for the issuance of Additional Bonds payable from the Pledged Funds under the terms, limitations and conditions provided therein. The Issuer will issue the Series 2009 Bonds as Additional Bonds within the authorization contained in Section 6.2 of the Original Instrument. Because the Series 2009 Bonds will be the only Bonds Outstanding under the Original Instrument upon the issuance of the Series 2009 Bonds, it will not be necessary for the Issuer to comply with the provisions of paragraphs (A) through (I) of Section 6.2 of the Original Instrument in connection with the issuance of the Series 2009 Bonds. (G) No Bondholder shall ever be entitled to compel the payment of the principal of and interest on the Series 2009 Bonds or any other payments provided for in this Resolution from any funds or revenues of the Issuer other than the sources herein provided in accordance with the terms hereof, nor will any Bondholder or any Credit Bank or any Insurer have the right to compel the exercise of the ad valorem taxing power of the Issuer to pay the principal of or interest on the Series 2009 Bonds or to make any other payments provided for in this Resolution, and the Series 2009 Bonds shall not constitute a lien upon the System or any other property of the Issuer or any other property situated within its territorial limits, except the Pledged Funds. 4 JACK_620311.8 (H) The Issuer is advised that, due to the present volatility of the market for insurance of tax-exempt public obligations such as the Series 2009 Bonds, it is in the best interest of the Issuer to delegate the authority, but not the obligation, to select an Insurer and to enter into an Insurance Agreement relating to the Series 2009 Bonds and, accordingly, the City Council does hereby find and determine that it is in the best financial interest of the Issuer that the authority, but not the obligation, to select an Insurer and to enter into an Insurance Agreement be delegated as authorized in this Resolution. (I) It is necessary and in the best interests of the Issuer to provide for the sale by competitive bid of the Series 2009 Bonds having a dated date, maturity, bearing interest and subject to optional and mandatory redemption as set forth in the Official Notice of Sale, the Summary Notice of Sale and in the bid proposal of the Purchaser and the Preliminary Official Statement. (J) It is appropriate that the Issuer approve the publication of the Official Notice of Sale and the Summary Notice of Sale with respect to the Series 2009 Bonds, draft forms of which are attached hereto as Exhibits A and B, respectively, and made a part hereof, one or both of which is to be published pursuant to the requirements of law and to be provided to all parties expressing an interest in the offering of the Series 2009 Bonds. (K) It is appropriate that the Issuer approve the distribution of a preliminary official statement for the purpose of acquainting potential investors with pertinent information with respect to the Issuer and the Series 2009 Bonds and authorize the distribution of a preliminary official statement and a final official statement prior to or contemporaneously with the issuance and delivery of the Series 2009 Bonds. For this purpose, it is appropriate that the Draft Preliminary Official Statement be approved and confirmed and preparation and distribution of a preliminary official statement be authorized and preparation, distribution and execution of a final official statement be authorized, in substantially the form of the Draft Preliminary Official Statement, the final form thereof to be approved by the Mayor or the Administrative Services Director at any time at or prior to the issuance of the Series 2009 Bonds. (L) It is necessary and appropriate that the Issuer appoint a Registrar and Paying Agent for the Series 2009 Bonds. In order to provide for the services of a Registrar and Paying Agent for the Series 2009 Bonds, it is necessary and appropriate that the Issuer authorize the execution and delivery of the Registrar and Paying Agency Agreement between the Issuer and the Registrar and Paying Agent in the manner hereinafter provided. (M) In order to provide for compliance with the requirements of Securities and Exchange Commission Rule 15c2-12, it is necessary and appropriate that the Issuer authorize the execution and delivery of the Continuing Disclosure Certificate in the manner hereinafter provided. (N) In order to carry out the refunding of the Refunded Obligations, it is necessary and appropriate that the Issuer authorize the execution and delivery of the Escrow Deposit Agreement between the Issuer and the Escrow Holder in the manner hereinafter provided. JACK_620311.8 5 (O) It is necessary and appropriate that the Issuer appoint an escrow holder to serve as such under the Escrow Deposit Agreement, and the institution hereinafter named is acceptable to the Issuer; and it appears to the Governing Body that the same is qualified to serve as Escrow Holder under the Escrow Deposit Agreement in accordance with the terms of the Escrow Deposit Agreement. (P) Prior to the sale of the Series 2009 Bonds, the Purchaser will provide the Issuer with atruth-in-bonding statement regarding the Series 2009 Bonds containing the information required by Section 218.358(2), Florida Statutes, the format of which is included in the Official Confirmation of Bid Form included in the Official Notice of Sale. (Q) The Issuer deems it desirable and in the best interest of the Issuer to amend the provisions of Section 4.5(D) of the Original Instrument to provide for separate accounts of the Reserve Fund to secure separate series of Bonds, as provided herein, such amendment to be effective upon the payment in full or defeasance of the Refunded Obligations in accordance with the provisions of Section 9.1 of the Original Instrument. SECTION 1.5 Authorization of Refunding. The refunding of the Refunded Obligations in the manner herein provided is hereby authorized. Simultaneously with the delivery of the Series 2009 Bonds to the Purchaser and receipt of the purchase price thereof, subject to Sections 2.1 and 4.6 hereof, the Issuer will enter into the Escrow Deposit Agreement with the Escrow Holder. At the time the Escrow Deposit Agreement is executed, the Issuer will furnish to the Escrow Holder appropriate documentation to demonstrate that (i) the sum being deposited with the Escrow Holder pursuant to this Resolution, together with other funds deposited into the Escrow Account pursuant to the provisions of the Escrow Deposit Agreement, shall be equal to the Escrow Requirement and (ii) such moneys and investments to be made pursuant to the Escrow Deposit Agreement will be sufficient to produce the moneys required to make all payments described in the Escrow Deposit Agreement for the full and complete refunding and defeasance of the Refunded Obligations. ARTICLE 2 AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF SERIES 2009 BONDS SECTION 2.1 Authorization of Series 2009 Bonds. The Issuer hereby authorizes the issuance of Bonds of the Issuer to be designated as "City of Clermont, Florida, Water and Sewer Revenue Refunding Bonds, Series 2009," in an aggregate principal amount not to exceed $17,500,000 for the principal purposes of (i) refunding the Refunded Obligations, (ii) funding a debt service reserve account with respect to the Series 2009 Bonds and (iii) paying the costs of issuing the Series 2009 Bonds. In the event such Bonds are not issued during calendar year 2009, the Series designation for such Bonds shall be changed to the calendar year in which such Bonds are issued. 6 JACK 620311.8 SECTION 2.2 Description of Series 2009 Bonds. ra The Series 2009 Bonds shall be issued as fully registered Bonds, shall be numbered consecutively from one upward in order of maturity preceded by the letter "R," and shall be in denominations of $5,000 and integral multiples of $5,000. The Series 2009 Bonds shall be dated their date of delivery or such other date as determined by the Administrative Services Director. The Series 2009 Bonds shall bear interest from their date, payable semiannually on the first day of June and the first day of December of each year, commencing June 1, 2010, or such other date as determined by the Administrative Services Director, such determination to be conclusively evidenced by the Official Notice of Sale, at the rates shown on, and shall mature on June 1 in such years not exceeding forty (40) years from this date in accordance with, the maturity schedule set forth in the Purchaser's bid proposal. Interest on the Series 2009 Bonds will be computed on the basis of a 360-day year of twelve 30-day months. The Series 2009 Bonds shall be subject to redemption prior to their maturity as set forth in the Official Notice of Sale and/or as determined by the Administrative Services Director by his acceptance of the Purchaser's bid for the Series 2009 Bonds in accordance with the terms hereof. Notice of redemption shall be given as provided in Article 3 of the Original Instrument. Notwithstanding the foregoing or any other provision hereof, notice of optional redemption may be conditioned upon the occurrence or non-occurrence of such event or events as shall be specified in such notice of optional redemption and may also be subject to rescission by the Issuer if expressly set forth in such notice. The principal of or Redemption Price, if applicable, on the Series 2009 Bonds is payable only upon presentation and surrender of the Series 2009 Bonds at the office of the Paying Agent. Interest payable on any Series 2009 Bond on any Interest Date will be paid by check or draft of the Paying Agent to the Holder in whose name such Bond shall be registered at the close of business on the date which shall be the fifteenth day (whether or not a business day) of the calendar month next preceding such Interest Date, or, unless otherwise provided by Supplemental Resolution, at the option of the Paying Agent, and at the request and expense of such Holder, by bank wire transfer for the account of such Holder. In the event the interest payable on any Series 2009 Bond is not punctually paid or duly provided for by the Issuer on such Interest Date, such defaulted interest will be paid to the Holder in whose name such Bond shall be registered at the close of business on a special record date for the payment of such defaulted interest as established by notice to such Holder, not less than ten (10) days preceding such special record date. All payments of principal of and Redemption Price, if applicable, and interest on the Series 2009 Bonds shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. From and after any maturity date of any of the Series 2009 Bonds, whether at fixed maturity, or otherwise (deposit of moneys and/or Securities for the payment of the principal and interest on such Series 2009 Bonds having been made by the Issuer with the Paying Agent), notwithstanding that any of such Series 2009 Bonds shall not have been surrendered for cancellation, no further interest shall accrue upon the principal or upon the interest which shall have accrued and shall then be due on such date, and such Series 2009 Bonds shall cease to be entitled to any lien, benefit or security under this Resolution, and the Holders shall have no rights 7 JACK_620311.8 in respect of such Series 2009 Bonds except to receive payment of such principal and unpaid interest accrued to the maturity date. Redemption of the Series 2009 Bonds shall be in accordance with and governed by the provisions of Article 3 of the Original Instrument and the applicable provisions of this Resolution. SECTION 2.3 AQplication of Series 2009 Bond Proceeds. The proceeds derived from the sale of the Series 2009 Bonds, including accrued interest and premium, if any, shall, simultaneously with the delivery of the Series 2009 Bonds to the Purchaser, be applied by the Issuer as follows: (A) Accrued interest and capitalized interest, if any, shall be deposited in the Interest Account. (B) The Issuer covenants and agrees to establish a separate account within the Reserve Fund which shall secure the Series 2009 Bonds. An amount shall be deposited in the account in the Reserve Fund securing the Series 2009 Bonds which, together with any Reserve Fund Insurance Policy for the Series 2009 Bonds obtained in accordance with Section 4.5(D) of the Original Instrument, shall equal the Reserve Fund Requirement for the Series 2009 Bonds. (C) A sum which, together with other funds deposited in the Escrow Account pursuant to the provisions of the Escrow Deposit Agreement, shall equal the Escrow Requirement, shall be deposited with the Escrow Holder under the Escrow Deposit Agreement and applied only in the manner provided in the Escrow Deposit Agreement. (D) The Issuer covenants and agrees to establish a separate account with an Authorized Depository to be known as the "City of Clermont Water and Sewer Revenue Refunding Bonds, Series 2009, Costs of Issuance Account," which shall be used only for payment of the costs and expenses described in this subsection. An amount sufficient to pay all costs and expenses relating to the issuance of the Series 2009 Bonds shall be deposited by the Issuer in the Costs of Issuance Account. Such moneys shall be in an amount sufficient to pay all of the costs and expenses in connection with the preparation, issuance and sale of the Series 2009 Bonds, including fees of financial advisors, engineering and other consulting fees, legal fees, bond insurance premiums, printing fees, rating agency fees and all other similar costs and all such costs and expenses shall be promptly paid by the Issuer from said account to the Persons respectively entitled to receive the same. When all moneys on deposit to the credit of said account shall have been disbursed by the Issuer for the payment of such costs and expenses, said account shall be closed; provided, however, that if any balance shall remain in said account six months after issuance of the Series 2009 Bonds, such moneys shall be transferred by the Issuer to the Interest Account and the special account created pursuant to this subsection shall be closed. SECTION 2.4 Execution of Series 2009 Bonds. The Series 2009 Bonds shall be executed in the name of the Issuer with the manual or facsimile signature of the Mayor, and the official seal of the Issuer shall be imprinted thereon, attested and countersigned with the manual or facsimile signature of the Clerk or a deputy clerk. 8 JACK_620311.8 In case any one or more of the officers who shall have signed or sealed any of the Series 2009 Bonds or whose facsimile signature shall appear thereon shall cease to be such officer of the Issuer before the Series 2009 Bonds so signed and sealed have been actually sold and delivered such Series 2009 Bonds may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed or sealed such Series 2009 Bonds had not ceased to hold such office. Any Series 2009 Bond may be signed and sealed on behalf of the Issuer by such person who at the actual time of the execution of such Series 2009 Bond shall hold the proper office of the Issuer, although at the date of such Series 2009 Bond such person may not have held such office or may not have been so authorized. The Issuer may adopt and use for such purposes the facsimile signatures of any such persons who shall have held such offices at any time after the date of the adoption of this Resolution, notwithstanding that either or both shall have ceased to hold such office at the time the Series 2009 Bonds shall be actually sold and delivered. SECTION 2.5 Book-Entry Only. A Depository may act as securities depository for the Series 2009 Bonds. The ownership of one fully-registered, certificated Series 2009 Bond for each maturity, each in the aggregate principal amount of such maturity, may be registered in the name of a Depository or its nominee. The Series 2009 Bonds in a Book-Entry System registered in the name of a Depository or its nominee shall be payable in lawful money of the United States of America in immediately available funds (i) in the case of principal of such Series 2009 Bonds, delivered or transmitted to the Depository or its authorized representative when due, and (ii) in the case of interest on the Series 2009 Bonds, delivered or transmitted on any date interest is due to the Depository or nominee that was the Holder of that Series 2009 Bond (or one or more predecessor Series 2009 Bonds) at the close of business on the record date applicable to that interest payment date. The Issuer will recognize the Depository or its nominee as the Holder for all purposes, including notices. Conveyance of notices and other communications by the Depository to participants, by participants to indirect participants, and by participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory and regulatory requirements as may be in effect from time to time. In the event that (i) the Depository determines to discontinue providing its service with respect to the Series 2009 Bonds by giving written notice to the Issuer and discharging its responsibilities with respect thereto under applicable law, and the Issuer fails to appoint a successor Depository for the Series 2009 Bonds, or (ii) the Issuer determines to discontinue the Book-Entry System through a Depository, then bond certificates are required to be delivered as described in the Series 2009 Bonds. The purchasers of beneficial ownership interests in the Series 2009 Bonds (the "Beneficial Owners"), upon registration of certificates held in the Beneficial Owner's name, will become the registered owner of the Series 2009 Bonds. Neither the Issuer, the Registrar nor the Paying Agent will have any responsibility or obligation to any Beneficial Owner or any other person with respect to (i) the accuracy of any records maintained by the Depository or any persons participating by or through the Depository; (ii) the payment by the Depository or any persons participating by or through the Depository of any amount with respect to the principal or interest on the Bonds; (iii) any notice which is 9 JACK_620311.8 permitted or required to be given to Holders pursuant to this Resolution; or (iv) any consent given or other action taken by the Depository as Holder. SECTION 2.6 Authentication. No Series 2009 Bond shall be secured hereunder or entitled to the benefit hereof or shall be valid or obligatory for any purpose unless there shall be manually endorsed on such Series 2009 Bond a certificate of authentication by the Registrar or such other entity as may be approved by the Issuer for such purpose. Such certificate on any Series 2009 Bond shall be conclusive evidence that such Series 2009 Bond has been duly authenticated and delivered under this Resolution. The form of such certificate shall be substantially in the form provided in Section 2.10 hereof. SECTION 2.7 Temporary Bonds. Until the definitive Series 2009 Bonds are prepared, the Issuer may execute, in the same manner as is provided in Section 2.4 hereof, and deliver, upon authentication by the Registrar pursuant to Section 2.6 hereof, in lieu of definitive Series 2009 Bonds, but subject to the same provisions, limitations and conditions as the definitive Series 2009 Bonds, except as to the denominations thereof, one or more temporary Series 2009 Bonds substantially of the tenor of the definitive Series 2009 Bonds in lieu of which such temporary Series 2009 Bond or Bonds are issued, in denominations approved by the officers of the Issuer who shall execute such temporary Series 2009 Bond or Bonds, and with such omissions, insertions and variations as may be appropriate to temporary Series 2009 Bonds. The Issuer, at its own expense, shall prepare and execute definitive Series 2009 Bonds, which shall be authenticated by the Registrar. Upon the surrender of such temporary Series 2009 Bonds for exchange, the Registrar, without charge to the Holder thereof, shall deliver in exchange therefor definitive Series 2009 Bonds, of the same aggregate principal amount and Series and maturity as the temporary Series 2009 Bonds surrendered. Until so exchanged, the temporary Series 2009 Bonds shall in all respects be entitled to the same benefits and security as definitive Series 2009 Bonds issued pursuant to this Resolution. All temporary Series 2009 Bonds surrendered in exchange for another temporary Series 2009 Bond or Bonds or for a definitive Series 2009 Bond or Bonds shall be forthwith canceled by the Registrar. SECTION 2.8 Series 2009 Bonds Mutilated, Destroyed, Stolen or Lost. In case any Series 2009 Bond shall become mutilated, or be destroyed, stolen or lost, the Issuer may, in its discretion, issue and deliver, and the Registrar shall authenticate, a new Series 2009 Bond of like tenor as the Series 2009 Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Series 2009 Bond upon surrender and cancellation of such mutilated Series 2009 Bond or in lieu of and substitution for the Series 2009 Bond destroyed, stolen or lost, and upon the Holder furnishing the Issuer and the Registrar proof of such Holder's ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the Issuer or the Registrar may prescribe and paying such expenses as the Issuer and the Registrar may incur. All Series 2009 Bonds so surrendered or otherwise substituted shall be canceled by the Registrar. If any of the Series 2009 Bonds shall have matured or be about to mature, instead of issuing a substitute Series 2009 Bond, the Issuer 10 JACK_620311.8 may pay the same or cause the Series 2009 Bond to be paid, upon being indemnified as aforesaid, and if such Series 2009 Bonds be lost, stolen or destroyed, without surrender thereof. Any such duplicate Series 2009 Bonds issued pursuant to this Section 2.8 shall constitute original, additional contractual obligations on the part of the Issuer whether or not the lost, stolen or destroyed Series 2009 Bond be at any time found by anyone, and such duplicate Series 2009 Bond shall be entitled to equal and proportionate benefits and rights as to lien on the Pledged Funds to the same extent as all other Series 2009 Bonds issued hereunder and shall be entitled to the same benefits and security as the Series 2009 Bond so lost, stolen or destroyed. SECTION 2.9 Interchan eg ability_Negotiability and Transfer Series 2009 Bonds, upon surrender thereof at the office of the Registrar with a written instrument of transfer satisfactory to the Registrar, duly executed by the Holder thereof or such Holder's attorney duly authorized in writing, may, at the option of the Holder thereof, be exchanged for an equal aggregate principal amount of registered Series 2009 Bonds of the same Series and maturity of any other authorized denominations. The Series 2009 Bonds shall be and have all the qualities and incidents of negotiable instruments under the laws of the State of Florida, subject to the provisions for registration and transfer contained in this Resolution and in the Series 2009 Bonds. So long as any of the Series 2009 Bonds shall remain Outstanding, the Issuer shall maintain and keep, at the office of the Registrar, books for the registration and transfer of the Series 2009 Bonds. Each Series 2009 Bond shall be transferable only upon the books of the Issuer, at the office of the Registrar, under such reasonable regulations as the Issuer may prescribe, by the Holder thereof in person or by such Holder's attorney duly authorized in writing upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed and guaranteed by the Holder or such Holder's duly authorized attorney. Upon the transfer of any such Series 2009 Bond, the Issuer shall issue, and cause to be authenticated, in the name of the transferee a new Series 2009 Bond or Bonds of the same aggregate principal amount and Series and maturity as the surrendered Series 2009 Bond. The Issuer, the Registrar and any Paying Agent or fiduciary of the Issuer may deem and treat the Person in whose name any Outstanding Series 2009 Bond shall be registered upon the books of the Issuer as the absolute owner of such Series 2009 Bond, whether such Series 2009 Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal, Redemption Price, if applicable, and interest on such Series 2009 Bond and for all other purposes, and all such payments so made to any such Holder or upon such Holder's order shall be valid and effectual to satisfy and discharge the liability upon such Series 2009 Bond to the extent of the sum or sums so paid and neither the Issuer nor the Registrar nor any Paying Agent or other fiduciary of the Issuer shall be affected by any notice to the contrary. The Registrar, in the event it is not also the Paying Agent for the Series 2009 Bonds, shall forthwith (a) following the fifteenth day of the calendar month next preceding an interest payment date for the Series 2009 Bonds, (b) following the fifteenth day next preceding the date of first mailing of notice of redemption of any Series 1996 Bonds, or (c) at any other time as reasonably requested by the Paying Agent of the Series 2009 Bonds, certify and furnish to such 11 JACK 620311.8 Paying Agent the names, addresses and holdings of Bondholders and any other relevant information reflected in the registration books. Any Paying Agent of any fully registered Bond shall effect payment of interest on such Series 2009 Bonds by mailing a check or draft to the Holder entitled thereto or may, in lieu thereof, upon the request and at the expense of such Holder, transmit such payment by bank wire transfer for the account of such Holder. In all cases in which the privilege of exchanging Series 2009 Bonds or transferring Series 2009 Bonds is exercised, the Issuer shall execute and the Registrar shall authenticate and deliver such Series 2009 Bonds in accordance with the provisions of this Resolution. Execution of Series 2009 Bonds, by the officers of the Issuer described in Section 2.4 above, for purposes of exchanging, replacing or transferring Series 2009 Bonds may occur at the time of the original delivery of the Series 2009 Bonds. All Series 2009 Bonds surrendered in any such exchanges or transfers shall be canceled by the Registrar. For every such exchange or transfer of Series 2009 Bonds, the Issuer or the Registrar may make a charge sufficient to reimburse it for any tax, fee, expense or other governmental charge required to be paid with respect to such exchange or transfer. The Issuer and the Registrar shall not be obligated to make any such exchange or transfer of any Series 2009 Bonds which shall have been selected for redemption or of any Series 2009 Bonds during the fifteen (15) days next preceding an Interest Date on the Series 2009 Bonds, or in the case of any proposed redemption of Series 2009 Bonds, during the fifteen (1 S) days next preceding the date of selection of Series 2009 Bonds to be redeemed. SECTION 2.10 Form of Bonds. Except for Capital Appreciation Bonds and Variable Rate Bonds, the form of which shall be provided by Supplemental Resolution, the Series 2009 Bonds shall be in substantially the following forms with such omissions, insertions and variations as may be necessary and/or desirable and approved by the officers of the Issuer described in Section 2.4 above, prior to the issuance thereof (which necessity and/or desirability and approval shall be evidenced conclusively by the Issuer's delivery of the Series 2009 Bonds to the Purchaser): 12 JACK_620311.8 [FORM OF SERIES 2009 BOND] No. R- $ UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF LAKE CITY OF CLERMONT WATER AND SEWER REVENUE REFUNDING BOND, SERIES 2009 Interest Maturity Date of Rate Date Original Issue CUSIP No. > > Registered Holder: Principal Amount: KNOW ALL MEN BY THESE PRESENTS, that the City of Clermont, a municipality created and existing under and by virtue of the laws of the State of Florida (the "Issuer"), for value received, hereby promises to pay, solely from the sources of payment hereinafter described, to the Registered Holder identified above, or registered assigns as hereinafter provided, the Principal Amount identified above on the Maturity Date identified above and interest (calculated on the basis of a 360-day year of twelve 30-day months) on such Principal Amount from the Date of Original Issue identified above or from the most recent interest payment date to which interest has been paid, at the Interest Rate per annum identified above on June 1 and December 1 of each year commencing June 1, 2010, until such Principal Amount shall have been paid or provided for, except as the provisions hereinafter set forth with respect to redemption prior to maturity may be or become applicable hereto. Such Principal Amount and interest and the premium, if any, on this bond are payable in any coin or currency of the United States of America which, on the respective dates of payment thereof, shall be legal tender for the payment of public and private debts. Such Principal Amount and the premium, if any, on this bond, are payable, upon presentation and surrender hereof, at the office of U.S. Bank National Association, Jacksonville, Florida, as paying agent, or such other paying agent as the Issuer shall hereafter duly appoint (the "Paying Agent"). Payment of each installment of interest shall be made to the person in whose name this bond shall be registered on the registration books of the Issuer maintained by U.S. Bank National Association, Jacksonville, Florida, as registrar, or such other registrar as the Issuer shall hereafter duly appoint (the "Registrar"), at the close of business on the date which shall be the fifteenth day (whether or not a business day) of the calendar month next preceding each interest payment date and shall be paid by a check or draft of the Paying Agent mailed to such Registered Holder at the address appearing on such registration books or, at the option of the Paying Agent, and at JACK_620311.8 the request and expense of such Registered Holder, by bank wire transfer for the account of such Holder. In the event interest payable on this bond is not punctually paid or duly provided for by the Issuer on such interest payment date, payment of each installment of such defaulted interest shall be made to the person in whose name this bond shall be registered at the close of business on a special record date for the payment of such defaulted interest as established by notice to such Registered Holder, not less than ten (10) days preceding such special record date. This bond is one of an authorized issue of bonds of the Issuer in the aggregate principal amount of $ (the "Bonds") of like date, tenor and effect, except as to maturity date, interest rate, denomination and number, issued for the purpose of refunding the Issuer's outstanding Water and Sewer Revenue and Refunding Bonds, Series 2000, under the authority of and in full compliance with the Constitution and laws of the State of Florida, particularly Chapter 166, Part II, Florida Statutes, as amended, and other applicable provisions of law (the "Act"), and Resolution No. 1162 duly adopted by the City Council of the Issuer on October 24, 2000, as amended and supplemented from time to time, particularly as amended and supplemented by the resolution duly adopted by the City Council of the Issuer on _, 2009 (collectively, the "Resolution"), and is subject to all the terms and conditions of the Resolution. The principal of, premium, if any, and interest on this bond are payable solely from and secured by a lien upon and a pledge of the Pledged Revenues (as defined in the Resolution), including the Net Revenues (as defined in the Resolution) to be derived from the operation of the Issuer's water and sewer system (the "System"), and, until applied in accordance with the provisions of the Resolution, the proceeds of the Bonds and all moneys, including investments thereof, in certain of the funds and accounts established pursuant to the Resolution, all in the manner and to the extent described in the Resolution (collectively, the "Pledged Funds"). It is expressly agreed by the Registered Holder of this bond that the full faith and credit of neither the Issuer, the State of Florida, nor any political subdivision thereof, is pledged to the payment of the principal of or premium, if any, or interest on this bond and that the Registered Holder shall never have the right to require or compel the exercise of any taxing power of the Issuer, the State of Florida, or any political subdivision thereof, to the payment of such principal, premium, if any, and interest. This bond and the obligation evidenced hereby shall not constitute a lien upon the System or any other property of the Issuer, except the Pledged Funds, and shall be payable solely from the Pledged Funds in accordance with the terms of the Resolution. Neither the members of the City Council of the Issuer nor any person executing this bond shall be liable personally hereon or be subject to any personal liability or accountability by reason of the issuance hereof. The Bonds maturing on or before December 1, are not subject to redemption prior to maturity. The Bonds maturing after December 1, are subject to redemption prior to their respective maturities, at the option of the Issuer, in whole or in part, on December 1, or any date thereafter, at a redemption price equal to the principal amount thereof plus accrued interest to the redemption date. If less than all of the Bonds are called for redemption, the Bonds to be redeemed shall be selected in such manner as the Issuer in its discretion shall determine, and if less than all of a maturity shall be called for redemption, the Bonds to be redeemed shall be selected by lot within such maturity. 2 JACK_620311.8 The Bonds maturing ,are subject to mandatory redemption in part prior to maturity by lot at a redemption price equal to the principal amount thereof, without premium, plus accrued interest to the redemption date, beginning on ,and on each thereafter in the years and in the principal amounts corresponding to the Amortization Installments (as defined in the Resolution) as follows: Amortization Year Installments (maturity) Notice of redemption shall be given in the manner required by the Resolution. This bond is and has all the qualities and incidents of a negotiable instrument under the laws of the State of Florida, but may be transferred only in accordance with the terms of the Resolution only upon the books of the Issuer kept for that purpose at the office of the Registrar by the Registered Holder in person or by such Holder's attorney duly authorized in writing, upon the surrender of this bond together with a written instrument of transfer satisfactory to the Registrar duly executed by the Registered Holder or such Holder's attorney duly authorized in writing, and thereupon a new Bond or Bonds in the same aggregate principal amount shall be issued to the transferee in exchange therefor, and upon the payment of the charges, if any, prescribed in the Resolution. Each of the Bonds is issuable in fully registered form in the denomination of $5,000 or any integral multiple thereof not exceeding the aggregate principal amount of the Bonds having the same maturity. The Issuer, the Registrar and any Paying Agent may treat the Registered Holder of this bond as the absolute owner hereof for all purposes, whether or not this bond shall be overdue, and shall not be affected by any notice to the contrary. The Issuer and the Registrar shall not be obligated to make any exchange or transfer of any Bonds during the fifteen (15) days next preceding an interest payment date or, in the case of any proposed redemption of any Bonds, during the fifteen (15) days next preceding the redemption date established for such Bonds. The Bonds when issued will be registered initially in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"). DTC will act as the initial securities depository for the Bonds. Individual purchases of the Bonds may be made in book entry form only, and such purchasers will not receive certificates representing their interests in the Bonds. While the Bonds are registered in the name of a securities depository (a "Depository") or its nominee the Issuer will recognize the Depository or its nominee as the Holder of the Bonds for all purposes, including notices. Conveyance of notices and other communications by the Depository to participants, by participants to indirect participants, and by participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory and regulatory requirements as may be in effect from time to time. The Bonds are issuable only asfully-registered bonds and, except as hereinafter provided, in printed or typewritten form, registered in the name of Cede & Co., as nominee of 3 JACK_620311.8 DTC, which shall be considered to be the Registered Holder for all purposes of the Resolution, including without limitation, payment by the Issuer of principal of, premium, if any, and interest on the Bonds, and receipt of notices and exercise of rights of holders of the Bonds. There shall be a single Bond which shall be immobilized in the custody of DTC with the beneficial owners having no right to receive the Bonds in the form of physical securities or certificates. Ownership of beneficial interest in the Bonds shall be shown by book entry on the system maintained and operated by DTC and its participants, and transfers of ownership or beneficial interests shall be made only by DTC and its participants, by book entry, the Issuer having no responsibility therefor. DTC is expected to maintain records of the positions of participants in the Bonds, and the participants and persons acting through participants are expected to maintain records of the purchasers of beneficial interests in the Bonds. The Bonds as such shall not be transferable or exchangeable, except for transfer to another Depository or to another nominee of a Depository, without further action by the Issuer. If any Depository determines not to continue to act as a Depository for the Bonds for use in a book entry system, the Issuer may attempt to have established a securities depository/book entry system relationship with another qualified Depository under the Resolution. If the Issuer does not or is unable to do so, the Issuer and the Registrar and Paying Agent, after the Registrar and Paying Agent has made provision for notification of the beneficial owners by the then Depository, shall permit withdrawal of the Bonds from the Depository, and authenticate and deliver Bond certificates in fully registered form (in denominations of $5,000 or multiples thereof) to the assigns of the Depository or its nominee. It is hereby certified and recited that all acts, conditions and things required to exist, to happen and to be performed precedent to and in connection with the issuance of this bond, exist, have happened and have been performed, in regular and due form and time as required by the Constitution and laws of the State of Florida applicable thereto, and that the issuance of the bonds does not violate any constitutional or statutory limitations or provisions. 4 JACK_620311.8 This bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been manually signed by the Registrar. IN WITNESS WHEREOF, the City of Clermont, Florida, has issued this bond and has caused the same to be executed by the manual or facsimile signature of its Mayor and attested and countersigned by the manual or facsimile signature of its City Clerk and its official seal or a facsimile thereof to be affixed or reproduced hereon, all as of the day of .2009. CITY OF CLERMONT, FLORIDA (SEAL) Harold S. Turville, Jr., Mayor By ATTESTED AND COUNTERSIGNED: Tracy Ackroyd, City Clerk CERTIFICATE OF AUTHENTICATION This bond is one of the Bonds of the issue described in the within-mentioned Resolution. Date of Authentication: U.S. BANK NATIONAL ASSOCIATION, Registrar Authorized Signatory By: JACK_620311.8 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of the within bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF TRANS MIN ACT -- (Cust.) Custodian for under Uniform Transfer to Minors Act of (State) Additional abbreviations may also be used though not in list above. 2 JACK 620311.8 ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto Insert Social Security or Other Identifying Number of Assignee (Name and Address of Assignee) the within bond and does hereby irrevocably constitute and appoint as attorneys to register the transfer of the said bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by an institution which is a participant in the Securities Transfer Agent Medallion Program (STAMP) or similar program. NOTICE: The signature to this assignment must correspond with the name of the Registered Holder as it appears upon the face of the within bond in every particular, without alteration or enlargement or any change whatever and the Social Security or other identifying number of such assignee must be supplied. 3 JACK_620311.8 ARTICLE 3 SECURITY, SPECIAL FUNDS AND APPLICATION THEREOF; AMENDMENT TO ORIGINAL INSTRUMENT SECTION 3.1 Series 2009 Bonds not to be Indebtedness of Issuer. The Series 2009 Bonds shall not be or constitute general obligations or indebtedness of the Issuer as "bonds" within the meaning of any constitutional or statutory provision, but shall be special obligations of the Issuer, payable solely from and secured by a lien upon and pledge of the Pledged Funds in accordance with the terms of this Resolution and the Original Instrument. No Holder of any Series 2009 Bond or any Credit Bank or any Insurer shall ever have the right to compel the exercise of the ad valorem taxing power of the Issuer to pay such Series 2009 Bond or be entitled to payment of such Series 2009 Bond from any moneys or property of the Issuer except the Pledged Funds in the manner provided herein and in the Original Instrument. SECTION 3.2 Security for Series 2009 Bonds. The payment of the principal of or Redemption Price, if applicable, and interest on the Series 2009 Bonds shall be secured forthwith equally and ratably by a pledge of and prior lien upon the Pledged Funds in the manner and to the extent described herein. The Pledged Funds shall be subject to the lien of this pledge immediately upon the issuance and delivery of the Series 2009 Bonds, without any physical delivery by the Issuer of the Pledged Funds or further act, and the lien of this pledge shall be valid and binding as against all parties having claims of any kind against the Issuer, in tort, contract or otherwise. The Issuer does hereby irrevocably pledge the Pledged Funds to the payment of the principal of or Redemption Price, if any, and interest on the Series 2009 Bonds in the manner and to the extent provided in this Resolution and the Original Instrument. The Series 2009 Bonds shall be secured equally and ratably by a pledge of and prior lien upon the separate account in the Reserve Fund established for the Series 2009 Bonds. The Series 2009 Bonds shall not be secured by any other account in the Reserve Fund. SECTION 3.3 Additional Security. Anything herein to the contrary notwithstanding, the Issuer may cause the Series 2009 Bonds to be payable from and secured by a Bond Insurance Policy or any other insurance policy of an Insurer not applicable to any one or more other Series of Bonds, in addition to the security of the Pledged Funds provided herein. SECTION 3.4 Application of Provisions of Original Instrument. The Series 2009 Bonds shall for all purposes be considered to be Additional Bonds issued under the authority of Section 6.2 of the Original Instrument and shall be entitled to all the protection and security provided in and by the Original Instrument for Bonds as provided therein. 4 JACK_620311.8 SECTION 3.5 Amendment to Section 4.S~D) of Original Instrument. Effective upon the payment in full or the defeasance of the Refunded Obligations in accordance with the provisions of Section 9.1 of the Original Instrument, Section 4.5(D) of the Original Instrument is hereby amended by adding the following paragraph as the final paragraph of Section 4.5(D) of the Original Instrument: Notwithstanding the foregoing provisions, the Issuer may adopt a Supplemental Resolution providing that certain Series of Additional Bonds are not secured by the Reserve Fund or any account therein, or establishing a separate account in the Reserve Fund for any Series of Bonds and providing a pledge of such account to the payment of such Series of Bonds apart from the pledge provided herein. To the extent a Series of Bonds is secured separately by an account of the Reserve Fund, the Holder of such Bonds shall not be secured by any other accounts or moneys in the Reserve Fund. Moneys in a separate account of the Reserve Fund shall be maintained at the Reserve Fund Requirement applicable to such Series of Bonds secured by such account unless otherwise provided by Supplemental Resolution. Moneys shall be deposited into separate accounts of the Reserve Fund on a pro-rata basis based upon the respective Reserve Fund Requirements applicable to the Bonds secured by such accounts. Moneys withdrawn from separate accounts in the Reserve Fund shall be applied to the payment of the Bonds secured by the respective accounts. If the Issuer causes a Reserve Fund Insurance Policy and/or Reserve Fund Letter of Credit to be deposited into a separate account of the Reserve Fund, the issuer of such Reserve Fund Insurance Policy or Reserve Fund Letter of Credit must satisfy the rating requirements specified above only at the time such Reserve Fund Insurance Policy or Reserve Fund Letter of Credit is deposited into such separate account of the Reserve Fund. ARTICLE 4 MISCELLANEOUS SECTION 4.1 Selection of Bond Insurer. The Mayor and the Administrative Services Director, each acting singly in consultation with the Issuer's Financial Advisor, are each hereby authorized, but not required, on behalf of the Issuer to select as the Insurer with respect to the Series 2009 Bonds a municipal bond insurance company rated in one of the two highest rating categories (without regard to gradations or modifiers) by any one of Standard & Poor's, Moody's Investors Service or Fitch, and to execute and deliver an Insurance Agreement with the selected Insurer that provides for the issuance to the Paying Agent of a Bond Insurance Policy upon delivery of the Series 2009 Bonds, upon such S JACK_620311.8 terms and conditions as the Mayor or the Administrative Services Director deems to be in the best interests of the Issuer, the execution and delivery of such Insurance Agreement on behalf of the Issuer by the Mayor or the Administrative Services Director being conclusive evidence of such determination, provided that the premium for such Bond Insurance Policy shall not exceed 1.75% of the aggregate principal and interest to be paid on the Series 2009 Bonds. SECTION 4.2 Provisions Relating to the Reserve Fund Insurance Policy. The Mayor and the Administrative Services Director, each acting singly, are each hereby authorized, but not required, on behalf of the Issuer to execute and deliver on behalf of the Issuer an Insurance Agreement with an Insurer that provides for the issuance to the Paying Agent of a Reserve Fund Insurance Policy upon delivery of the Series 2009 Bonds which meets the requirements of the Original Instrument, as amended and supplemented from time to time, as determined to be in the best interests of the Issuer, upon such terms and conditions as the Mayor or the Administrative Services Director deems to be in the best interests of the Issuer, the execution and delivery by the Mayor or the Administrative Services Director of such Insurance Agreement on behalf of the Issuer being conclusive evidence of such determination. SECTION 4.3 Sale of the Series 2009 Bonds. The Series 2009 Bonds shall be offered for sale to the public pursuant to the Official Notice of Sale substantially in the form attached. hereto as Exhibit A with such changes, amendments, modifications, omissions and additions thereto as may be approved by the Administrative Services Director. The form of such Official Notice of Sale is hereby approved. Bond Counsel is authorized and directed to place a summary of such Official Notice of Sale in The Bond Buyer and/or in any other publications it deems appropriate for the purpose of offering the Series 2009 Bonds for sale at least ten (10) days prior to the date fixed for receipt of bids. The Official Confirmation of Bid Form shall be in substantially the form included within the Official Notice of Sale attached hereto as Exhibit A with such changes, amendments, modifications, omissions and additions thereto as may be approved by the Administrative Services Director of the Issuer (the "Official Bid Form"). The form of such Official Bid Form is hereby approved. The Financial Advisor is hereby authorized to utilize such method of electronic bidding, if any, as it deems appropriate for the offering of the Series 2009 Bonds. The Series 2009 Bonds shall be sold to the bidder selected pursuant to Section 4.5 below at the purchase price indicated in the Official Bid Form submitted by the bidder in accordance with the terms and conditions of the Official Notice of Sale, as such purchase price may be adjusted in accordance with the Official Notice of Sale. SECTION 4.4 _Approval of Draft Preliminary Official Statement and Authorization of Preliminary Official Statement and Final Official Statement. The form of the Draft Preliminary Official Statement is hereby approved, and a preliminary official statement and a final official statement substantially in the form of the Draft Preliminary Official Statement attached hereto as Exhibit C, with such omissions, insertions and variations as may be necessary and/or desirable and approved by the Mayor or the Administrative Services Director prior to the release thereof, are hereby approved; and the 6 JACK 620311.8 Administrative Services Director is hereby authorized to deem the preliminary official statement final as of its date on behalf of the Issuer for purposes of Rule 15c2-12 of the Securities and Exchange Commission (except for such omissions permitted by such Rule 15c2-12), and to execute a certificate to that effect. A final official statement in substantially the form of the "deemed final" preliminary official statement, with such omissions, insertions and variations as may be necessary and/or desirable and approved by the Mayor or the Administrative Services Director prior to the release thereof, is hereby authorized to be delivered by the Issuer to the Purchaser for distribution at or prior to the issuance and delivery of the Series 2009 Bonds. The Mayor is hereby authorized to evidence the Issuer's approval of the final official statement by his or her endorsement thereof upon one or more copies, and approval of all such omissions, insertions and variations may be presumed from such endorsement upon any copy of such final official statement. Bond Counsel is hereby directed to furnish to the Division of Bond Finance of the Department of the State Board of Administration of the State of Florida a copy of the final official statement, a notice of the impending sale of the Series 2009 Bonds and the other information required by Section 218.38, Florida Statutes, as amended, within the appropriate time periods specified by such section. SECTION 4.5 Conditions to Acceptance of Bid. The Administrative Services Director shall not accept a bid for the purchase of the Series 2009 Bonds until such time as all of the following conditions have been satisfied: A. Receipt by the Administrative Services Director of an Official Bid Form, as described herein, from an underwriter or underwriters complying with the terms of the Official Notice of Sale and proposing to purchase the Series 2009 Bonds at the lowest true interest cost to the Issuer on the Series 2009 Bonds, all as calculated in accordance with the terms of the Official Notice of Sale, said Official Bid Form to provide for, among other things, (i) an aggregate principal amount of Series 2009 Bonds of not in excess of $17,500,000, (ii) a true interest cost of 5.0% or less, (iii) the maturities of the Series 2009 Bonds, with the final maturity being not later than thirty-one years after the date of issuance thereof, (iv) an initial optional call date no later than eleven years after the date of issuance thereof, with a redemption premium no greater than 1.0% of the principal amount of Series 2009 Bonds called and (v) the net present value of the savings, after payment of all issuance expenses and costs, shall not be less than 3.0% of the principal amount of the Refunded Obligations. The Administrative Services Director may approve the adjustment of principal maturities and the purchase price of the Series 2009 Bonds as, and to the extent, contemplated by the Official Notice of Sale, execution by the Administrative Services Director of a certificate accepting a bid to constitute conclusive evidence of such approval. B. Receipt by the Administrative Services Director of a Truth in Bonding statement of the Purchaser complying with Section 218.385, Florida Statutes. C. Receipt on behalf of the Issuer by the Administrative Services Director of a good faith deposit in an amount not less than 1.0% of the par amount of the Series 2009 Bonds. The Administrative Services Director shall rely upon the Financial Advisor for compliance with the conditions provided in this Section 4.6. 7 JACK_620311.8 Upon satisfaction of all the requirements set forth in this Section 4.5, the Administrative Services Director is authorized to accept the bid of the lowest bidder for the purchase of the Series 2009 Bonds determined in accordance with the terms hereof and of the Official Notice of Sale. SECTION 4.6 Registrar and Paying A~ent• Authorization of Execution and Delivery of Registrar and Pang Agency Agreement. U.S. Bank National Association, Jacksonville, Florida, is hereby appointed Registrar and Paying Agent for the Series 2009 Bonds. The Registrar and Paying Agency Agreement, with such omissions, insertions and variations as may be approved on behalf of the Issuer by the Mayor or the Administrative Services Director, such approval to be evidenced conclusively by the Mayor's execution thereof, is hereby approved and authorized. The Issuer hereby authorizes and directs the Mayor to execute the Registrar and Paying Agency Agreement and to deliver the same to the Registrar and Paying Agent for the Series 2009 Bonds. All of the provisions of the Registrar and Paying Agency Agreement, when executed, dated and delivered by or on behalf of the Issuer as authorized herein and by or on behalf of the Registrar and Paying Agent for the Series 2009 Bonds, shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim herein. SECTION 4.7 Escrow Holder Execution and Delivery of Escrow Deposit Agreement. U.S. Bank National Association, Jacksonville, Florida, is hereby appointed Escrow Holder for the Series 2009 Bonds. The Escrow Deposit Agreement, with such omissions, insertions and variations as may be approved on behalf of the Issuer by the Mayor or the Administrative Services Director, such approval to be evidenced conclusively by the Mayor's execution thereof, is hereby approved and authorized. The Issuer hereby authorizes and directs the Mayor to execute the Escrow Deposit Agreement and to deliver the same to the Escrow Holder for the Series 2009 Bonds. All of the provisions of the Escrow Deposit Agreement, when executed, dated and delivered by or on behalf of the Issuer as authorized herein and by or on behalf of the Escrow Holder for the Series 2009 Bonds, shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim herein. SECTION 4.8 Authorization of Execution and Delivery of Continuing Disclosure Certificate. The Continuing Disclosure Certificate, with such omissions, insertions and variations as may be approved on behalf of the Issuer by the Mayor or the Administrative Services Director, such approval to be evidenced conclusively by the Mayor's execution thereof, is hereby approved and authorized. The Issuer hereby authorizes and directs the Mayor to execute and deliver the Continuing Disclosure Certificate. All of the provisions of the Continuing Disclosure Certificate, when executed, dated and delivered by or on behalf of the Issuer as authorized herein, shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim herein. The Issuer agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate executed by the Issuer and dated the date of issuance of the 8 JACK_620311.8 Series 2009 Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. Notwithstanding any other provision of this Resolution, failure of the Issuer to comply with the Continuing Disclosure Certificate shall not be considered an Event of Default; however, any Series 2009 Bondholder or Beneficial Owner (as hereinafter defined) may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Issuer to comply with its obligations under this Section 4.8. For purposes of this Section 4.8, "Beneficial Owner" means any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 2009 Bonds (including persons holding Series 2009 Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Series 2009 Bonds for federal income tax purposes. SECTION 4.9 General Authority. The members of the Governing Body and the Issuer's officers, attorneys and other agents and employees are hereby authorized to do all acts and things required of them by this Resolution or desirable or consistent with the requirements hereof for the full, punctual and complete performance of all of the terms, covenants and agreements contained in the Series 2009 Bonds and this Resolution, and they are hereby authorized to execute and deliver all documents which shall be reasonably required by Bond Counsel or the Purchaser to effectuate the sale and delivery of the Series 2009 Bonds. SECTION 4.10 Authorization of Execution of Certificates and Other Instruments. The Mayor, the Clerk and the Administrative Services Director are each hereby authorized and directed, under the official seal of the Issuer, to execute and deliver certificates of the Issuer certifying such facts as the Issuer's attorney or Bond Counsel shall require in connection with the issuance, sale and delivery of the Series 2009 Bonds, and to execute and deliver such other instruments as shall be necessary or desirable to perform the Issuer's obligations under the Original Instrument, this Resolution and the Official Notice of Sale and to consummate the transactions contemplated hereby and thereby. The Mayor, the Clerk and/or the Administrative Services Director are authorized to execute such other agreements as may be required by the Insurer, Standard & Poor's or Fitch, Inc. which are necessary to obtain any financial guaranty insurance policy, any reserve fund insurance policy, letter of credit or rating. SECTION 4.11 No Personal Liability. No representation, statement, covenant, warranty, stipulation, obligation or agreement herein contained, or contained in the Series 2009 Bonds, or in any certificate or other instrument to be executed on behalf of the Issuer in connection with the issuance of the Series 2009 Bonds, shall be deemed to be a representation, statement, covenant, warranty, stipulation, obligation or agreement of any member of the Governing Body, officer, employee or agent of the Issuer in his or her individual capacity, and none of the foregoing persons nor any officer of the Issuer executing the Series 2009 Bonds, or any certificate or other instrument to be executed in connection with the issuance of the Series 2009 Bonds, shall be liable personally thereon or be subject to any personal liability or accountability by reason of the execution or delivery thereof. 9 JACK_620311.8 SECTION 4.12 No Third PartYBeneficiaries. Except such other Persons as may be expressly described herein or in the Series 2009 Bonds, nothing in this Resolution, or in the Series 2009 Bonds, expressed or implied, is intended or shall be construed to confer upon any Person other than the Issuer, the Insurer and the Holders any right, remedy or claim, legal or equitable, under and by reason of this Resolution or any provision hereof, or of the Series 2009 Bonds, all provisions hereof and thereof being intended to be and being for the sole and exclusive benefit of the Issuer, the Insurer and the Persons who shall from time to time be the Holders. SECTION 4.13 Severability of Invalid Provisions. If any one or more of the covenants, agreements or provisions of this Resolution shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements and provisions of this Resolution and shall in no way affect the validity of any of the other covenants, agreements or provisions hereof or of the Series 2009 Bonds. SECTION 4.14 Repeal of Inconsistent Resolutions. All other resolutions or parts thereof in conflict herewith are hereby superseded and repealed to the extent of such conflict. SECTION 4.15 Original Instrument in Full Force and Effect. Except as hereby supplemented, the Original Instrument shall remain in full force and effect. SECTION 4.16 Table of Contents and Headings not Part Hereof. The Table of Contents preceding the body of this Resolution and the headings preceding the several articles and sections hereof shall be solely for convenience of reference and shall not constitute a part of this Resolution or affect its meaning, construction or effect. [Remainder of Page Intentionally Left Blank] 10 JACK 620311.8 SECTION 4.17 Effective Date. This Resolution shall become effective immediately upon its passage. PASSED, APPROVED AND ADOPTED this 10th day of November, 2009. CITY COUNCIL OF THE CITY OF CLERMONT, FLORIDA Harold S. Turville, Jr., Mayor (OFFICIAL SEAL) ATTES ~,/ ~ ~~~ ~~/ Tracy Ac~c`royd, City C]I'erk I, Tracy Ackroyd, Clerk of the City of Clermo t, Florida, hereby certify that the foregoing is a true and correct copy of Resolution No. /~~ ~~of said City passed and adopted on November 10, 2009. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of said City this ~ C~ day of November, 2009. Tracy Ackr d, ity Cler (OFFICIAL SEAL) JACK_620311.8 OFFICIAL NOTICE OF SALE City of Clermont, Florida Water and Sewer Revenue Refunding Bonds, Series 2009 Electronic Bids, as Described Herein Will Be Accepted Until 11:00 a.m., City of Clermont Time, _, 2009* The City of Clermont, Florida Water and Sewer Revenue Refunding Bonds, Series 2009 (the "Bonds") are being offered for sale in accordance with this Official Notice of Sale. Notice is hereby given that bids will be received by City of Clermont, Florida (the "City") for the purchase of the Bonds via the Parity Bid Submission System ("Parity") in the manner described below until 11:00 A.M., City of Clermont time, on 2009, or on such other date and/or time as will be established by the Administrative Services Director or his designee and communicated by Thomson Municipal Market Monitor not less than 20 hours prior to the time the bids are to be received. To the extent any instructions or directions set forth on Parity conflict with this Official Notice of Sale, the terms of this Official Notice of Sale shall control. For further information about Parity, and to subscribe in advance of the bid, potential bidders may contact Parity at (212) 849-5021. The use of Parity shall be at the bidder's risk and expense, and the City shall have no liability with respect thereto. 2009 * Preliminary, subject to change. City of Clermont -Water and Sewer Revenue and Refunding Bonds, Series 2009 Page 1 JACK_620595.8 OFFICIAL NOTICE OF SALE City of Clermont, Florida Water and Sewer Revenue Refunding Bonds, Series 2009 The City of Clermont, Florida Water and Sewer Revenue Refunding Bonds, Series 2009 (the "Bonds") are being offered for sale in accordance with this Official Notice of Sale. Notice is hereby given that bids will be received by City of Clermont, Florida (the "Issuer") for the purchase of the Bonds via the Parity Bid Submission System ("Parity") in the manner described below until 11:00 A.M., City of Clermont time, on 2009, or on such other date and/or time as will be established by the Administrative Services Director or his designee and communicated by Thomson Municipal Market Monitor not less than 20 hours prior to the time the bids are to be received. To the extent any instructions or directions set forth on Parity conflict with this Official Notice of Sale, the terms of this Official Notice of Sale shall control. For further information about Parity, and to subscribe in advance of the bid, potential bidders may contact Parity at (212) 849-5021. The use of Parity shall be at the bidder's risk and expense, and the City shall have no liability with respect thereto. GENERAL The Bonds are to be issued by the City pursuant to the terms and conditions of Resolution No. 1162 adopted by the City Council of the City (the "City Council") on October 24, 2000, amending and restating in its entirety Resolution No. 901 adopted by the Council on February 27, 1996, as amended and supplemented from time to time, and as particularly amended and supplemented by Resolution No. adopted by the City Council on , 2009 (collectively, the "Bond Resolution"). Such bids will be opened in public in accordance with applicable legal requirements. All capitalized undefined terms used herein shall have the meanings ascribed thereto in the Bond Resolution. The Bond proceeds will be used to (i) refund the City's outstanding Water and Sewer Revenue and Refunding Bonds, Series 2000 (the "Refunded Obligations"), (ii) fund a debt service reserve account with respect to the Bonds, and (iii) finance the cost and expenses incurred in connection with the issuance of the Bonds. The Bonds are more particularly described in the Preliminary Official Statement dated 2009 (the "Preliminary Official Statement") relating to the Bonds, available through Public Financial Management, Inc. The Issuer's Preliminary Official Statement is also available for viewing in electronic format at http://www.idealprospectus.com. This Official Notice of Sale contains certain information for quick reference only. It is not, and is not intended to be, a summary of the Bonds. Each bidder is required to read the entire Preliminary Official Statement to obtain information essential to making an informed investment decision. Preliminary, subject to change. City of Clermont -Water and Sewer Revenue and Refunding Bonds, Series 2009 Page 2 JACK_620595.8 Prior to accepting bids, the City reserves the right to change the principal amount of the Bonds being offered and the terms of the Bonds, to postpone the sale to a later date or time, or cancel the sale. Notice of a change or cancellation will be communicated by Thomson Municipal Market Monitor not less than 20 hours prior to the time bids are to be received. The City reserves the right, after the bids are opened, to adjust the principal amount of the Bonds, as further described herein. See "ADJUSTMENT OF PRINCIPAL AMOUNTS." To the extent any instructions or directions set forth on Parity conflict with this Official Notice of Sale, the terms of this Official Notice of Sale shall control. This Official Notice of Sale may be amended from time to time after its initial publication by publication of amendments thereto not less than 20 hours prior to the bid date and time by Thomson Municipal Market Monitor. Each bidder will be charged with the responsibility of obtaining any such amendments and complying with the terms thereof. THE BONDS The Bonds will be issued in fully registered, book-entry only form, without coupons, will be dated as of their date of delivery (currently anticipated to be , 2009), will be issued in denominations of $5,000 or integral multiples thereof, and will bear interest from their dated date until paid at the annual rate or rates specified by the successful bidder, subject to the limitations specified below, payable as shown on the Summary Table set forth herein. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Bonds must meet the minimum and maximum coupon and reoffering price criteria shown in the Summary Table on a maturity and aggregate basis. The Bonds will mature on the dates, in the years and principal amounts shown on the Summary Table as serial bonds except as otherwise adjusted as described herein. STRUCTURE Any two to four consecutive maturities of the Bonds maturing after December 1, bearing interest at the same rate may be combined into up to four term bonds with mandatory amortization installments equal to the amounts specified in the Official Notice of Sale for the years combined to form a term bond. OPTIONAL REDEMPTION The Bonds maturing on or before December 1, 2019 are not subject to redemption prior to maturity. The Bonds maturing after December 1, 2019 are subject to redemption prior to their respective maturities, at the option of the City, in whole or in part, on December 1, 2019 or any date thereafter, at a redemption price equal to the principal amount thereof plus accrued interest to the redemption date. If less than all of the Bonds are called for redemption, the Bonds to be redeemed shall be selected in such manner as the City in its discretion shall determine, and if less than all of a maturity shall be called for redemption, the Bonds to be redeemed shall be selected by lot within such maturity. City of Clermont -Water and Sewer Revenue and Refunding Bonds, Series 2009 Page 3 JACK_620595.8 SECURITY Payment of the principal, premium, if any, and interest on the Bonds shall be secured by alien upon and pledge of the Net Revenues and the Impact Fees Debt Service Component (as such terms are defined in the Bond Resolution, collectively, the "Pledged Revenues"), and, until applied in accordance with the provisions of the Bond Resolution, the proceeds of the Bonds and all moneys, including investments thereof, in the funds and accounts established thereunder, except the Rebate Fund and the Impact Fees Stabilization Account (as such terms are defined in the Bond Resolution, collectively, the "Pledged Funds"). The Bonds are payable on parity, equally and ratably, from the Pledged Funds with any other Additional Bonds hereafter issued under the Bond Resolution on a parity with the Bonds. The Bonds shall not be or constitute general obligations or indebtedness of the City within the meaning of any constitutional or statutory provision, but shall be special obligations of the City, secured solely by a lien upon and pledge of, and shall be payable from, the Pledged Funds, in accordance with the terms of the Bond Resolution. No Holder of any Bond shall ever have the right to compel the exercise of any ad valorem taxing power to pay such Bond, or be entitled to payment of such Bond from any moneys of the City except from the Pledged Funds in the manner provided in the Bond Resolution. [Remainder of page intentionally left blank] City of Clermont -Water and Sewer Revenue and Refunding Bonds, Series 2009 Page 4 JACK_620595.8 Summary Table If numerical or date references contained in the body of this Official Notice of Sale conflict with this Summary Table, the body of this Official Notice of Sale shall control. Consult the body of this Official Notice of Sale for a detailed explanation of the items contained in the Summary Table, including interpretation of such items and methodologies used to determine such items. Prospective purchasers of the bonds must read the entire Official Notice of Sale. Terms of the Bonds Dated Date Date of Delivery Anticipated Delivery Date , 2009* Interest Payment Dates June 1 and December 1, commencing June 1, 2010 Principal Payment Dates (December 1): Year Principal Amount* Year PrinciRal Amount* 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Interest Calculation Ratings: Bidding Parameters $ 2021 $ 2022 2023 2024 2025 2026 2027 2028 2029 2030 360-day year of twelve 30-day months S&P AAA (Insured) Fitch AAA (Insured)] Sale Date Bidding Method All or none vs. Maturity-by-Maturity Bid Award Method Bid Confirmation Bid Award Good Faith Deposit Coupon Multiples Maximum Coupon Minimum Coupon Optional Redemption described 2009* Parity All-or-none Lowest True Interest Cost Fax or electronically transmitted signed Official Confirmation of Bid Form As soon as practicable on day of sale $ ;Surety bond required prior to bid 1 /8 or 1 /20 of 1 None Yes, callable on or after December 1, 2019 as herein. City of Clermont -Water and Sewer Revenue and Refunding Bonds, Series 2009 Page 5 JACK 620595.8 Term Bonds Maximum Reoffering Price: Aggregate Minimum Reoffering Price: Maturity Aggregate Insurance Yes, at bidder's option as described herein. Maturity Unlimited Unlimited 98.0% 99.0% [Yes, all maturities, by premium to be paid by the City in Costs of Issuance] Adjustment Parameters Principal Increases and Decreases: Maturity Unlimited Aggregate Unlimited * Preliminary, subject to change. (NOTE: The City reserves the right to modify the maturity schedule shown above. Any such modification will be communicated through the Thomson Municipal Market Monitor (Sce, "ADJUSTMENT OF PRINCIPAL AMOUNTS" below.) [Remainder of page intentionally left blank] City of Clermont -Water and Sewer Revenue and Refunding Bonds, Series 2009 Page 6 JACK 620595.8 ADJUSTMENT OF PRINCIPAL AMOUNTS The schedule of maturities set forth above (the "Initial Maturity Schedule") represents an estimate of the principal amount and maturities of the Bonds that will be sold. The City reserves the right to change the Initial Maturity Schedule by announcing any such change not later than 3:00 p.m., City of Clermont time, on the date immediately preceding the date set for receipt of bids, through Thomson Municipal Market Monitor. If no such change is announced, the Initial Maturity Schedule will be deemed the schedule of maturities for submission of the bid. Furthermore, if after final computation of the bids, the City determines in its sole discretion that the funds necessazy to accomplish the purpose of the Bonds is more or less than the proceeds of the sale of all of the Bonds, the Issuer reserves the right to increase or decrease the principal amount, by no more than 10% of the principal amount of the Bonds and by no more than i 5% within a given maturity of the Bonds (to be rounded to the nearest $5,000) or by such other amount as approved by the winning bidder. In the event of any such adjustment, no rebidding or recalculation of the bids submitted will be required or permitted; and the Bonds of each maturity, as adjusted, will bear interest at the same rate and must have the same initial reoffering yield as specified immediately after award of the Bonds of that maturity. I-Iowever, the award will be made to the bidder whose bid produces the lowest true interest cost rate, calculated as specified herein, solely on the basis of the Bonds offered, without taking into account any adjustment in the amount of Bonds pursuant to this paragraph. FORM AND PAYMENT The Bonds will be issued in fully registered, book-entry only form and a bond certificate for each maturity will be issued to The Depository Trust Company, New York, New York ("DTC"), registered in the name of its nominee, Cede & Co. A book-entry system will be employed, evidencing ownership of the Bonds, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures adopted by DTC and its participants. The successful bidder, as a condition to delivery of the Bonds, will be required to deposit the Bond certificates with DTC or the Registrar (as defined below), registered in the name of Cede & Co. Principal of, premium, if any, and interest on the Bonds will be payable by U.S. Bank National Association, the paying agent and registrar (the "Registrar") for the Bonds by wire transfer or in clearinghouse funds to DTC or its nominee as registered owner of the Bonds. Transfer of principal, premium, if any, and interest payments to the beneficial owners by participants of DTC will be the responsibility of such participants and other nominees of beneficial owners. Neither the City nor the Registraz will be responsible or liable for payments by DTC to its participants or by DTC participants to beneficial owners or for maintaining, supervising or reviewing the records maintained by DTC, its participants or persons acting through such participants. Principal of, and premium, if any, on the Bonds will be payable on surrender thereof at the principal office of the Registraz on the dates, in the yeazs and amounts established in accordance with the award of the Bonds. Interest on the Bonds is payable on the dates shown in the Summary Table. The Registrar will mail interest payments on the Bonds on each interest City of Clermont -Water and Sewer Revenue and Refundiug Bonds, Series 2009 Page 7 JACK_620595.8 payment date to the owners of the Bonds at the addresses listed on the registration books maintained by the Registrar for such purpose on the fifteenth day (whether or not a business day) of the calendar month next proceeding the applicable payment date, as described in the Bond Resolution. So long as DTC or its nominee is the registered owner of the Bonds, payments of principal, interest and any redemption premium on the Bonds will be made to DTC or its nominee. PRELIMINARY OFFICIAL STATEMENT AND FINAL OFFICIAL STATEMENT The City has authorized the preparation and distribution of a Preliminary Official Statement containing information relating to the Bonds. The Preliminary Official Statement has been deemed final by certificate of an authorized official of the City as required by Rule 15c2-12 of the Securities and Exchange Commission. The City will furnish the successful bidder, on the date of closing, with its certificate as to the completeness and accuracy of the Official Statement. The Preliminary Official Statement, this Official Notice of Sale and the Official Confirmation of Bid Form and any other information concerning the proposed financing will be available via Public Financial Management, Inc. Assistance in obtaining the documents will be provided by Public Financial Management, Inc. The City's Preliminary Official Statement is also available for viewing in electronic format at http:!/www.idealprospectus.com. The Preliminary Official Statement, when amended to reflect the actual amount of the Bonds sold, the interest rates specified by the successful bidder and the price or yield at which the successful bidder will reoffer the Bonds to the public, together with any other information required by law, will constitute a final "Official Statement" with respect to the Bonds as that term is defined in Rule 15c2-12. No more than seven business days after the date of the sale, the City will provide without cost to the successful bidder up to 200 copies of the Official Statement. If the Bonds are awarded to a syndicate, the City will designate the senior managing underwriter of the syndicate as its agent for purposes of distributing copies of the Official Statement to each participating underwriter. Any underwriter submitting a bid with respect to the Bonds agrees thereby that if its bid is accepted, it shall accept such designation and shall enter into a contractual relationship with all participating underwriters for the purpose of assuring the receipt and distribution by each participating underwriter of the Official Statement. LEGAL OPINIONS The legal opinion of Foley & Lardner LLP, Jacksonville, Florida, the City's Bond Counsel, will be furnished without cost to the purchaser and all bids will be so conditioned. A form of Bond Counsel's opinion is attached to the Preliminary Official Statement as Appendix E. A legal opinion (or reliance letter thereon) of Bryant Miller Olive P.A., Tampa, Florida, Disclosure Counsel, and a legal opinion of Daniel F. Mantzaris, Esq., City Attorney, with respect to certain matters concerning the Official Statement will be furnished without charge to the successful bidder at the time of delivery of the Bonds. BIDDING PROCEDURE; OFFICIAL BID FORMS Only electronic bids submitted via Parity will be accepted. No other provider of electronic bidding services will be accepted. No bid delivered in person or by facsimile directly City of Clermont -Water and Sewer Revenue and Refunding Bonds, Series 2009 Page $ JACK_620595.8 to the City will be accepted. Bidders are permitted to submit bids for the Bonds during the bidding time period, provided they are eligible to bid as described under "GENERAL" above. Each electronic bid submitted via Parity shall be deemed an irrevocable offer in response to this Official Notice of Sale and shall be binding upon the bidder as if made by a signed, sealed bid delivered to the City. All bids remain firm until an award is made. The successful bidder must confirm the details of such bid by a signed Official Confirmation of Bid Form substantially in the form attached hereto delivered by fax or electronic transmission to Public Financial Management, Inc. at 407-648-2208 no later than one hour after being notified by the City of being the winning bidder, the original of which must be received by Public Financial Management, Inc., Financial Advisor to the City, on the following business day at 300 South Orange Avenue, Suite 1170, Orlando, Florida 32801. Failure to deliver does not relieve the bidder of the obligation to purchase the Bonds. FORM OF BID Bidders must bid to purchase all maturities of the Bonds. Each bid must specify (1) an annual rate of interest for each maturity, (2) reoffering price or yield for each maturity and (3) a dollar purchase price for the entire issue of the Bonds. No more than one (1) bid from any bidder will be considered. A bidder must specify the rate or rates of interest per annum (with no more than one rate of interest per maturity), which the Bonds are to bear, to be expressed in multiples of 1/8 or 1/20 of 1 %. Any number of interest rates may be named, but the Bonds of each maturity must bear interest at the same single rate for all Bonds of that maturity. Each bid for the Bonds must meet the minimum and maximum coupon criteria and minimum and maximum reoffering price criteria shown in the Summary Table on a maturity and aggregate basis. Each bidder must specify, as part of its bid, the prices or yields at which a substantial amount (i.e., at least 10%) of the Bonds of each maturity will be offered and sold to the public. Reoffering prices presented as a part of the bids will not be used in computing the bidder's true interest cost. As promptly as reasonably possible after bids are received, the City will notify the successful bidder that it is the apparent winner. [FINANCIAL GUARANTY INSURANCE AND RESERVE FUND INSURANCE POLICY] [ (the "Bond Insurer") has issued a commitment for a financial guaranty insurance policy relating to the Bonds. All bids may be conditioned upon the issuance, effective as of the date on which the Bonds are issued, of a policy of insurance by the Bond Insurer, insuring the payment when due of principal of and interest on Bonds. Each Bond will bear a legend referring to the insurance. The purchaser, holder or owner is not authorized to make any statements concerning the insurance beyond those set out here and in the bond legend without the approval of the Bond Insurer. Information regarding the financial guaranty insurance commitment may be obtained from Public Financial Management, Inc. at 407-648-2208. In addition, the City expects to purchase a reserve account insurance policy (the "2009 Reserve City of Clermont -Water and Sewer Revenue and Refunding Bonds, Series 2009 Page 9 JACK 620595.8 Policy") from the Bond Insurer at the time of delivery of the Bonds to be deposited in the account in Reserve Fund securing the Series 2009 Bonds.] AWARD OF BID The City expects to award the Bonds to the winning bidder as soon as practicable after the bids are opened on the sale date. Bids may not be withdrawn prior to the award. Unless all bids are rejected, the Bonds will be awarded by the City on the sale date to the bidder whose bid complies with this Official Notice of Sale and results in the lowest True Interest Cost ("TIC") to the City. The lowest TIC will be determined by doubling the semi-annual interest rate, compounded semi-annually, necessary to discount the debt service payments from the payment dates to the dated date of the Bonds and to the aggregate purchase price of the Bonds. If two or more responsible bidders offer to purchase the Bonds at the same lowest TIC, the City will award the Bonds to one of such bidders by lot. Only the final bid submitted by any bidder through Parity will be considered. The determinations by the City shall be final and binding upon all bidders with respect to the form and adequacy of any proposal received and as in its conformity to the terms of this Official Notice of Sale. RIGHT OF REJECTION The City reserves the right, in its discretion, to reject any and all bids and to waive irregularity or informality in any bid. DELIVERY AND PAYMENT Delivery of the Bonds will be made by the City to DTC in book-entry only form, in New York, New York on or about the delivery date shown in the Summary Table, or such other date agreed upon by the City and the successful bidder. Payment for the Bonds must be made in Federal Funds or other funds immediately available to the City at the time of delivery of the Bonds. Any expenses incurred in providing immediate funds, whether by transfer of Federal Funds or otherwise, will be borne by the purchaser. RIGHT OF CANCELLATION The successful bidder will have the right, at its option, to cancel its obligation to purchase the Bonds if the Registrar fails to authenticate the Bonds and tender the same for delivery within 60 days from the date of sale thereof, and in such event the successful bidder will be entitled to the return of the Good Faith Deposit accompanying its bid. GOOD FAITH DEPOSIT Each bid for the purchase of the Bonds must be accompanied by a financial surety bond which guarantees payment to the City of the Good Faith Deposit amount shown in the Summary Table to secure the City against any loss resulting from a failure of the successful bidder to take up and pay for the Bonds in accordance with the terms of this Official Notice of Sale and of their bids. Each financial surety bond must be from an insurance company acceptable to the City and licensed to issue such a bond in the State of Florida. Each financial surety bond must be submitted to Public Financial Management, Inc. (Facsimile 407-648-1323), prior to the time bids City of Clermont -Water and Sewer Revenue and Refunding Bonds, Series 2009 Page 10 JACK_620595.8 are required to be submitted and must be in form and substance acceptable to the City. Each financial surety bond must identify each bidder whose deposit is guaranteed by such financial surety bond. The successful bidder for the Bonds is required to submit its Good Faith Deposit to the City in the form of a wire transfer in federal funds not later than 12:30 p.m., Eastern Standard Time, on the next business day following the award. If such deposit is not received by that time, the relevant financial surety bond will be drawn upon by the City to satisfy the deposit requirement. The Good Faith Deposit so wired will be retained by the City until the delivery of such Bonds, at which time the good faith deposit will be applied against the purchase price of such Bonds or the good faith deposit will be retained by the City as partial liquidated damages in the event of the failure of the successful bidder to take up and pay for such Bonds in compliance with the terms of the Official Notice of Sale and of its bid. The City will pay no interest on the good faith deposit. The balance of the purchase price must be wired in federal funds to the account detailed in the closing memorandum provided by the City to the successful purchaser, simultaneously with delivery of such Bonds. CUSIP NUMBERS It is anticipated that CUSIP numbers will be printed on the Bonds, but neither failure to print such numbers on any Bonds nor any error with respect thereto will constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and pay for the Bonds. Bond Counsel will not review or express any opinion as to the correctness of such CUSIP numbers. The policies of the CUSIP Service Bureau will govern the assignment of specific numbers to the Bonds. The successful bidder will be responsible for applying for and obtaining CUSIP numbers for the Bonds. All expenses in relation to the printing of CUSIP numbers on the Bonds will be paid for by the City; provided, however, that the CUSIP Service Bureau charge for the assignment of said numbers will be the responsibility of and will be paid for by the successful bidder. BLUE SKY The City has not undertaken to register the Bonds under the securities laws of any state, nor investigated the eligibility of any institution or person to purchase or participate in the underwriting of the Bonds under any applicable legal investment, insurance, banking or other laws. By submitting a bid for the Bonds, the successful bidder represents that the sale of the Bonds in states other than Florida will be made only under exemptions from registration or, wherever necessary, the successful bidder will register the Bonds in accordance with the securities laws of the state in which the Bonds are offered or sold. The City agrees to cooperate with the successful bidder, at the bidder's written request and expense, in registering the Bonds or obtaining an exemption from registration in any state where such action is necessary; provided, however, that the City shall not be required to consent to suit or to service of process in any jurisdiction or to qualify to do business in any jurisdiction. DISCLOSURE OBLIGATIONS OF THE PURCHASER City of Clermont -Water and Sewer Revenue and Refunding Bonds, Series 2009 Page 11 JACK_620595.8 Section 218.38(1)(b)(2), Florida Statutes, requires that the successful purchaser file a statement with the City containing information with respect to any fee, bonus or gratuity paid, in connection with the Bonds, by any underwriter or financial consultant to any person not regularly employed or engaged by such underwriter or consultant. Receipt of such statement is a condition precedent to the delivery of the Bonds to such successful bidder. The winning bidder must (1) complete the Truth-in-Bonding Statement (the form of which is attached hereto as Exhibit A) and (2) indicate whether such bidder has paid any finder's fee to any person in connection with the sale of the Bonds in accordance with Section 218.386, Florida Statutes. The successful purchaser will be required to submit to the City prior to closing a certification to the effect that (i) all of the Bonds have been subject of a bona fide initial offering to the public, excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers (the "Public"), at a price no higher than, or yields no lower than, those shown on the cover of the Official Statement relating to the Bonds, (ii) as of the sale date of the Bonds (A) with respect to Bonds sold to the Public (the "Sold Bonds"), to the best of their knowledge, and based on their records and other information available to them which they believe to be correct, at least 10 percent (10%) of each maturity of the Sold Bonds were sold to the Public at initial offering prices no higher than, or yields no lower than, the respective prices or yields shown on the cover of the Official Statement, and (B) with respect to Bonds not sold to the Public (the "Unsold Bonds"), based upon their assessment of market conditions, investor demand, sale and offering prices for comparable bonds, and the recent behavior of interest rates, including the term structure of municipal yields, they reasonably expected to sell at least 10 percent (10%) of each maturity of the Unsold Bonds to the Public at the initial offering prices no higher than, or yields no lower than, the respective prices or yields shown on the cover of the Official Statement and (iii) at the time they agreed to purchase the Bonds, based upon their assessment of the then prevailing market conditions, they had no reason to believe any of the Bonds would be sold to the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) at prices no higher than, or yields no lower than, the respective prices or yields shown on the inside cover of the Official Statement. CONTINUING DISCLOSURE The City has covenanted to provide ongoing disclosure in accordance with Rule 15c2-12 of the Securities and Exchange Commission. The specific nature of the information to be contained in the annual report and the notices of material events are set forth in the Continuing Disclosure Certificate which is reproduced in its entirety in Appendix F attached to the Preliminary Official Statement for the Bonds. The covenants have been undertaken by the City in order to assist the successful purchaser in complying with clause (b) (5) of Rule 1~c2-12 of the Securities and Exchange Commission. CERTIFICATE The City will deliver to the purchaser of the Bonds a certificate of an official of the City, dated the date of delivery of said Bonds, stating that as of the date thereof, to the best of the knowledge and belief of said official, the Official Statement does not contain an untrue statement of a material fact or does not omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not City of Clermont -Water and Sewer Revenue and Refunding Bonds, Series 2009 Page 12 JACK_620595.8 misleading, and further certifying that the signatory knows of no material adverse change in the financial condition of the City. The City shall furnish at its expense within seven (7) business days after the Bonds have been awarded to the successful bidder up to 200 copies of the final Official Statement. Additional copies of the Official Statement may be provided at the request and expense of the winning bidder. CHOICE OF LAW Any litigation or claim arising out of any bid submitted (regardless of the means of submission) pursuant to this Official Notice of Sale shall be governed by and construed in accordance with the laws of the State of Florida. The venue situs for any such action shall be the state courts of the Fifth Judicial Circuit in and for Lake County, Florida. NOTICE OF BIDDERS REGARDING PUBLIC ENTITY CRIMES A person or affiliate who has been placed on the Convicted Vendor List (as described in Florida Statutes) following a conviction for a public entity crime may not submit a bid. CITY OF CLERMONT, FLORIDA By: /s/Joseph E. Van Zile Administrative Services Director Dated: , 2009 City of Clermont, Florida City of Clermont -Water and Sewer Revenue and Reficnding Bonds, Series 2009 Page 13 JACK_620595.8 EXHIBIT A TRUTH-IN-BONDING STATEMENT 2009 City Council of the City of Clermont, Florida Clermont, Florida Re: $ City of Clermont, Florida Water and Sewer Revenue and Refunding Bonds, Series 2009 (the "Bonds") Dear Commissioners: The purpose of the following two paragraphs is to furnish, pursuant to the provisions of Sections 218.385(2) and (3), Florida Statutes, as amended, the truth-in-bonding statement required thereby, as follows: (a) The City is proposing to issue $ principal amount of the above- referenced Bonds in order to (i) refund the City's outstanding Water and Sewer Revenue and Refunding Bonds, Series 2000, as more fully described in the Bond Resolution; (ii) fund a debt service reserve account with respect to the Bonds and (iii) finance the cost and expenses incurred in connection with the issuance of the Bonds. This obligation is expected to be repaid over a period of approximately years. At a true interest cost of %, total interest paid over the life of the obligation will be approximately (b) The Bonds are limited obligations of the City. The source of repayment or security for the Bonds is Pledged Funds (in the manner and to the extent described in the Official Notice of Sale and the Official Statement for the Bonds). Authorizing this debt will result in approximately $ (representing the average annual debt service with respect to the Bonds) of such moneys being used to pay debt service on the Bonds each year for years. The foregoing is provided for information purposes only and shall not affect or control the actual terms and conditions of the Bonds. Very truly yours, Underwriter By: Authorized Signatory City of Clermont -Water and Sewer Revenue and Refunding Bonds, Series 2009 Page 14 JACK 620595.8 OFFICIAL CONFIRMATION OF BID FORM City of Clermont, Florida Water and Sewer Revenue and Refunding Bonds, Series 2009 The undersigned hereby offer to purchase all of the City of Clermont, Florida Water and Sewer Revenue and Refunding Bonds, Series 2009 (the "Bonds"), to be dated as of the date of delivery (expected to be , 2009), described in the attached Official Notice of Sale and the Preliminary Official Statement referred to therein, which by reference is made part of this bid, for all but not less than all of said Bonds and will pay therefor, at the time of delivery, in immediately available Federal Reserve Funds Dollars ($ ), bearing interest at the following rates per annum: Year Principal (December 1) Amounts*~ 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020' ~ 2021~'~ 2022' ~ 2023~'~ 2024' ~ 2025~'~ 2026~'~ 2027~'~ 2028~'~ 2029~'~ 2030~'~ Interest Reoffering Rate Price or Yield Preliminary, subject to change. ~'~ Subject to optional redemption and eligible for inclusion as term bonds as described herein. OFFICIAL CONFIRMATION OF BID FORM -continued Any two to four consecutive maturities of the Bonds maturing after December 1, bearing interest at the same rate may be combined into up to four term bonds with mandatory sinking fund installments equal to the amounts specified in the Official Notice of Sale for the years combined to form a term bond. City of Clermont -Water and Sewer Revenue and Refunding Bonds, Series 2009 Page 15 JACK 620595.8 The principal installments for the Bonds indicated on the previous page shall be applied for the mandatory retirement of up to four Term Bonds maturing in the years and amounts and bearing interest as follows: $ Term Bonds maturing on December 1, at % per annum to yield % per annum $ Term Bonds maturing on December 1, annum $ Term Bonds maturing on December 1, annum $ Term Bonds maturing on December 1, annum GOOD FAITH DEPOSIT at % per annum to yield % per at _% per annum to yield % per at % per annum to yield % per In accordance with the attached Official Notice of Sale, we are the authorized principal of a Financial Surety Bond in the amount of and no/100 Dollars ($~ with respect to this bid as described in the attached Official Notice of Sale. MISCELLANEOUS This proposal is not subject to any conditions not expressly stated herein or in the attached Official Notice of Sale. Receipt of the Preliminary Official Statement relating to the Bonds is hereby acknowledged. The names of the underwriters or member of the account or joint bidding account, if any, who are associated for the purpose of this Proposal are listed either below or on a separate sheet attached hereto. City of Clermont -Water and Sewer Revenue and Refunding Bonds, Series 2009 Page 16 JACK_620595.8 TRUTH IN BONDING STATEMENT Prior to an award, the successful bidder must complete, sign and deliver with this Official Confirmation of Bid Form the Truth in Bonding Statement which is attached to the Official Notice of Sale as Exhibit A. The City reserves the right to assist the bidder in correcting any inconsistencies or inaccuracies set forth in such Truth in Bonding Statement. The City may waive any inconsistencies or inaccuracies relating to such Statements and any such waived inconsistencies or inaccuracies shall not adversely affect the bid. Furthermore, pursuant to Section 218.386, Florida Statutes, the names, addresses and estimated amounts of compensation of any person who has entered into an understanding with the underwriters or, to the managing underwriter's knowledge, the City, or both, for any paid or promised compensation or valuable consideration, directly or indirectly, expressly or implied, to act solely as an intermediary between the City and managing underwriter or who exercises or attempts to exercise any influence to effect any transaction in the purchase of the Bonds are set forth below in the space provided. If no information is provided below, the successful bidder asserts no compensation was or will be paid. Firm: Authorized Signature: Printed Name: Email: Co-Managers or Syndicate Members: Address City State Zip Code Telephone Number Facsimile Number City of Clermont -Water and Sewer Revenue and Refunding Bonds, Series 2009 Page 17 JACK 620595.8 ~'&L Draft of 11/02/09 SUMMARY NOTICE OF SALE City of Clermont, Florida Water and Sewer Revenue Refunding Bonds, Series 2009 Bids for the above captioned bonds will be received by the City of Clermont, Florida, (the "City") via Parity Bid Submission System until 11:00 A.M. (the "Submittal Deadline"), City of Clermont Time, , 2009 or on such other date as may be established by the Administrative Services Director or his designee no less than ten (10) days after the date of publication of this notice and communicated by Thomson Municipal Market Monitor not less than twenty (20) hours prior to the time bids are received (the "Bid Date"). Such bids are to be opened in public as soon as practical after the Submittal Deadline on said day for the purchase of the City of Clermont, Florida, Water and Sewer Revenue Refunding Bonds, Series 2009 (the "Bonds"). The Bonds will be dated as of their date of delivery, will be issued in fully registered book-entry-only form through a system of registration maintained by The Depository Trust Company, New York, New York as securities depository. The Bonds will be sold in beneficial interests of $5,000 or any integral multiple thereof and will pay interest on June 1 and December 1 of each year, commencing June 1, 2010. The Bonds will mature in accordance with the provisions of the Official Notice of Sale. At the time of delivery of the Bonds, the City will also deliver to the successful bidder, at the expense of the City, the approving opinion of Foley & Lardner LLP, Jacksonville, Florida, Bond Counsel, in substantially the form appearing in the Preliminary Official Statement described below. Electronic copies of the Preliminary Official Statement and the Official Notice of Sale relating to the Bonds may be obtained at the website address wwtiv.idealprospectus.com. Printed, bound copies of the Preliminary Official Statement will be available from the City's financial advisor, Public Financial Management, 300 South Orange Avenue, Suite 1170, Orlando, FL 32801, telephone 407-648-2208. The Preliminary Official Statement as of its date shall be "deemed final" by the City for purposes of SEC Rule 15c2-12(b)(1), but is subject to revision, amendment and completion in a final Official Statement. City of Clermont, Florida Joseph E. Van Zile, Administrative Services Director Dated: .2009 *Preliminary, subject to change. JACK 620679.7 EXHIBIT C DRAFT OF PRELIMINARY OFFICIAL STATEMENT JACK_620311.8 PRELIMINARY OFFICIAL STATEMENT DATED _ , 2009 NEW ISSUE --BOOK-ENTRY ONLY RATINGS: See "Ratings" herein In the opinion of Foley ~ Lardner LLP, Bond Counsel, under existing law, assuming compliance with certain covenants in the Resolution described herein, interest on the Series 2009 Bonds is excluded from gross income for federal income tax purposes, and the Series 2009 Bonds. See, however, "TAX EXEMPTION" herein for a description of certain federal minimum and other special taxes that may affect the tax treatment of interest on the Series 2009 Bonds. The Series 2009 Bonds will be "qualified tax-exempt obligations" within the meaning of Section 265(b) of the Code. Interest on indebtedness incurred or continued to purchase or carry the Series 2009 Bonds, or in the case of banks or certain other financial institutions, interest expense allocable to interest on the Series 2009 Bonds, will be deductible for federal income tax purposes. CITY OF CLERMONT, FLORIDA Water and Sewer Revenue Refunding Bonds, Series 2009 Dated: Date of Delivery Due: December 1, as shown on inside cover The City of Clermont, Florida (the "City") will issue its Water and Sewer Revenue Refunding Bonds, Series 2009 (the "Series 2009 Bonds") as fully registered bonds, without coupons, which initially will be registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"). Individual purchases will be made in book entry form only in denominations of $5,000 and any integral multiple thereof. Purchasers of the Series 2009 Bonds (the "Beneficial Owners") will not receive physical delivery of the Series 2009 Bonds. Transfer of ownership in the Series 2009 Bonds will be effected by DTC's book-entry system as described herein. As long as Cede & Co. is the registered owner as nominee of DTC, principal and interest payments will be made directly to such registered owner which will in turn remit such payments to the Participants (as defined herein) for subsequent disbursement to the Beneficial Owners. The principal and the premium, if any, on the Series 2009 Bonds will be payable upon presentation and surrender thereof at maturity or redemption at the principal corporate trust office of U.S. Bank National Association, Jacksonville, Florida, as Registrar and Paying Agent, or its successors. Interest on the Series 2009 Bonds is payable semi-annually December 1 and June 1 of each year (first payment due June 1, 2010) by check or draft mailed by the Paying Agent (or by wire transfer from the Paying Agent under certain circumstances) to the registered owner thereof at the address as shown on the registration books kept by the Registrar at the close of business on the fifteenth day (whether or not a business day) of the month preceding each interest payment date. Certain of the Series 2009 Bonds are subject to optional and mandatory redemption prior to maturity as set forth in this Official Statement. The Series 2009 Bonds are being issued to (i) refund all of the City's Water and Sewer Revenue and Refunding Bonds, Series 2000 (the "Refunded Bonds"), (ii) fund a debt service reserve account with {4410/02/00165114.DOCv10~ respect to the Series 2009 Bonds, and (iii) pay costs of issuance of the Series 2009 Bonds, including the financial guaranty insurance premium. The Series 2009 Bonds are being issued pursuant to the Constitution and laws of the State of Florida, including Chapter 166, Part II, Florida Statutes, and other applicable provisions of law (the "Act"), and pursuant and subject to the terms and conditions of Resolution No. 901 adopted by the City Council of the City on February 26, 1996, as amended and restated in its entirety by Resolution No. 1162 adopted by the City Council of the City on October 24, 2000, as amended and supplemented from time to time, and as particularly amended and supplemented by Resolution No. adopted by the City Council of the City on .2009 (collectively, the "Resolution"). The Series 2009 Bonds are secured by a pledge of and are payable solely from the Net Revenues and the Impact Fees Debt Service Component (together, the "Pledged Revenues") and, until applied in accordance with the provisions of the Resolution, the proceeds of the Series 2009 Bonds and all moneys, including investments thereof, in certain funds and accounts established thereunder (collectively, the "Pledged Funds"). The principal of and interest on the Series 2009 Bonds and all other payments provided for in the Resolution will be paid solely from the sources therein provided in accordance with the terms thereof; and no ad valorem taxing power of the City will ever be exercised nor will any holder of any Series 2009 Bond have the right to compel the exercise of such ad valorem taxing power to pay the principal of or interest on the Series 2009 Bonds or to make any other payments provided for in the Resolution, and the Series 2009 Bonds shall not constitute a lien upon the System (as such term is defined in the Resolution) or upon any other property of the City or situated within its corporate territorial limits, except the Pledged Funds. The scheduled payment of principal of and interest on the Series 2009 Bonds when due will be guaranteed under a financial guaranty insurance policy to be issued by Assured Guaranty Corp. (the "Insurer") concurrently with the delivery of the Series 2009 Bonds. [INSERT LOGO] {4410/02/00165114.DOCv10{ $ * CITY OF CLERMONT, FLORIDA Water and Sewer Revenue Refunding Bonds, Series 2009 MATURITIES, AMOUNTS, INTEREST RATES, PRICES OR YIELDS AND INITIAL CUSIP NUMBERS $ Serial Bonds* Initial Maturity Interest Price or CUSIP (December 1)'* Amount* Rate Yield Number** 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020*** 2021*** 2022*** 2023*** 2024*** 2025*** 2026*** 2027*** 2028*** 2029*** 2030*** 2031*** 2032*** 2033*** 2034*** 2035*** 2036*** 2037*** 2038*** 2039*** * Preliminary, subject to change. ** The City is not responsible for the use of the CUSIP Numbers referenced herein nor is any representation made by the City as to their correctness. The CUSIP Numbers provided herein are included solely for the convenience of the readers of this Official Statement. {4410/02/00165114.DOCv10~ *** As described in the Official Notice of Sale, any two to four consecutive maturities of the Series 2009 Bonds maturing after December 1, bearing interest at the same rate may be combined into up to four term bonds with mandatory amortization installments. This cover page contains certain information for quick reference only. It is not a summary of the Series 2009 Bonds. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. The Series 2009 Bonds are offered when, as and if issued and received by the Underwriter, subject to the receipt of an opinion as to the validity of the Series 2009 Bonds and certain other matters by Foley F~ Lardner LLP, Jacksonville, Florida, Bond Counsel. Certain legal matters incident to the issuance and delivery of the Series 2009 Bonds will be passed on for the City by its counsel, Daniel F. Mantzaris, Esq., Orlando, Florida and Bryant Miller Olive P.A., Tampa, Florida, Disclosure Counsel. Public Financial Management, Inc., Orlando, Florida is serving as Financial Advisor to the City. It is expected that the Series 2009 Bonds will be available for delivery to the Underwriter at the facilities of DTC in New York, New York on or about , 2009. Electrni~ic bidsror the Series 20QEa Bends will be received through the Parity Bid Submission Svs[em as described iz~ the Official Notice of Sale. Dated: _ , 2009 {4410/02/00165114.DOCv10} REL? 1-IERRING LANCaAt_;F This Preliminary Official Statement and the information contained herein are subject to completion or amendment. Under no circumstances shall this Preliminalw~ Official Statement constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the Series 2009 Bonds in any j~u~isdiction in which such offer, solicitation or sale would be unlawful prior to ;-esistration; qualificatio~~ or exemption tinder the securities laws i)f such jurisdiction, The City has deerr~ed this Preliminary (.)fficial Statement "final," except for permitted omissions, within the conternplatinn of Rule 1Sc2-12 promulgated by the Securities and Exchange Commission. I4410/02/00165114.DOCv10} CITY OF CLERMONT, FLORIDA MEMBERS OF CITY COUNCIL Harold S. Turville, Jr., Mayor Keith Mullins, Mayor Pro Tem Ray Goodgame Jack Hogan Robert Thompson CITY ATTORNEY Daniel F. Mantzaris, Esq. Orlando, Florida CITY OFFICIALS Wayne Saunders, City Manager Darren Gray, Assistant City Manager Joseph E. Van Zile, Administrative Services Director Tracy Ackroyd, City Clerk Tamara Richardson, Engineering Director James Kinzler, Utilities Director BOND COUNSEL Foley & Lardner LLP Jacksonville, Florida FINANCIAL ADVISOR Public Financial Management, Inc. Orlando, Florida DISCLOSURE COUNSEL Bryant Miller Olive P.A. Tampa, Florida AUDITOR McDirmit Davis & Company, LLC Orlando, Florida (4410/02/00155114. DOCv 10 ~ No dealer, broker, salesman or other person has been authorized by the City to give any information or to make any representations in connection with the Series 2009 Bonds other than as contained in this Official Statement, and, if given or made, such information or representations must not be relied upon as having been authorized by the City. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Series 2009 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been obtained from the City, DTC, the Insurer, and other sources which are believed to be reliable. The information and expressions of opinion stated herein are subject to change, and neither the delivery of this Official Statement nor any sale made hereunder shall. create, under any circumstances, any implication that there has been no change in the matters described herein since the date hereof. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2009 BONDS AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAYBE DISCONTINUED AT ANY TIME. The scheduled payment of principal of and interest on the Series 2009 Bonds when due will be guaranteed under a financial guaranty insurance policy to be issued by the Insurer concurrently with the delivery of the Series 2009 Bonds. The Insurer makes no representation regarding the Series 2009 Bonds or the advisability of investing in the Series 2009 Bonds. In addition, the Insurer has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding the Insurer, supplied by the Insurer, and presented under the heading "FINANCIAL GUARANTY INSURANCE "and in "APPENDIX D - Specimen Financial Guaranty Insurance Policy" attached hereto. All summaries herein of documents and agreements are qualified in their entirety by reference to such documents and agreements, and all summaries herein of the Series 2009 Bonds are qualified in their entirety by reference to the form thereof included in the aforesaid documents and agreements. NO REGISTRATION STATEMENT RELATING TO THE SERIES 2009 BONDS HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR WITH ANY STATE SECURITIES COMMISSION. IN MAKING ANY INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATIONS OF THE CITY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SERIES 2009 BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. THE FOREGOING AUTHORITIES HAVE NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. {4410/02/00165114.DOCv10} TABLE OF CONTENTS INTRODUCTION .......................................................................................................................................................1 THE REFUNDING PLAN ...................................................................................................................................... ...2 DESCRIPTION OF THE SERIES 2009 BONDS ................................................................................................... ...3 General ........................................................................................................................................................ ... 3 Book-Entry Only System .......................................................................................................................... ...4 Optional Redemption ............................................................................................................................... ...6 Mandatory Redemption ........................................................................................................................... ...6 Notice of Redemption ............................................................................................................................... ...6 SECURI'T'Y AND SOURCES OF PAYMENT FOR THE BONDS ...................................................................... ...7 General ........................................................................................................................................................ ... 7 Investments ................................................................................................................................................ ...9 Flow of Funds ............................................................................................................................................ ...9 Rate Covenant ............................................................................................................................................ .14 Reserve Fund ............................................................................................................................................. .15 Construction Fund .................................................................................................................................... .15 Additional Bonds ...................................................................................................................................... .16 Subordinated Indebtedness ..................................................................................................................... .18 Separate Accounts ......................................................................................................................................18 FINANCIAL GUARANTY INSURANCE ............................................................................................................18 General .........................................................................................................................................................18 The Financial Guaranty Insurance Policy ...............................................................................................19 The Insurer ..................................................................................................................................................19 [2009 RESERVE FUND INSURANCE POLICY ................................................................................................... 21 ESTIMATED SOURCES AND USES OF FUNDS ................................................................................................ 22 DEBT SERVICE SCHEDULE .................................................................................................................................. 23 THE CITY .................................................................................................................................................................. 24 THE SYSTEM ............................................................................................................................................................ 24 General ......................................................................................................................................................... 24 Utility Management ................................................................................................................................... 24 Existing System .......................................................................................................................................... 25 Five-Year Capital Improvement Program and Funding Sources ........................................................ 30 Regulatory Status ....................................................................................................................................... 31 Historical Customer Data .......................................................................................................................... 32 Historical Customers and Flows: Water and Sewer ............................................................................. 32 Historical System Operating Results ....................................................................................................... 33 Restricted and Unrestricted Reserves ...................................................................................................... 33 Rates and Charges ...................................................................................................................................... 34 Ten Largest Water Customers .................................................................................................................. 35 Ten Largest Sewer Customers .................................................................................................................. 36 Comparison of Monthly Residential Water and Sewer Bills ................................................................ 36 Comparison of System Impact Fees for One ERU or 5/8" Meter ......................................................... 37 RISK FACTORS ........................................................................................................................................................ 37 INVESTMENT POLICY ........................................................................................................................................... 38 LEGAL MATTERS ................................................................................................................................................... 39 LITIGATION ............................................................................................................................................................. 39 {4410/02/00165114.DOCv10{ DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS ...........................................................39 TAX EXEMPTION ....................................................................................................................................................40 Federal Tax Matters ...................................................................................................................................40 Original Issue Discount ............................................................................... .............................................. 41 Original Issue Premium ............................................................................................................................42 RATINGS ................................................................................................................................................................... 42 FINANCIAL ADVISOR ...........................................................................................................................................43 INDEPENDENT ACCOUNTANTS .......................................................................................................................43 UNDERWRITING ....................................................................................................................................................43 CONTINGENT FEES ...............................................................................................................................................43 ENFORCEABILITY OF REMEDIES .......................................................................................................................44 CONTINUING DISCLOSURE ................................................................................................................................44 VERIFICATION OF ARITHMETICAL COMPUTATIONS ...............................................................................45 ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT ...............................................................45 AUTHORIZATION OF OFFICIAL STATEMENT ...............................................................................................46 APPENDIX A: General Information Concerning the City APPENDIX B: Audited Financial Statements of the City APPENDIX C: Form of the Resolution APPENDIX D: Specimen Financial Guaranty Insurance Policy APPENDIX E: Form of Bond Counsel Opinion APPENDIX F: Form of Continuing Disclosure Certificate APPENDIX G: Specimen 2009 Reserve Fund Insurance Policy {4410/02/00165114. DOCv 10 } li OFFICIAL STATEMENT relating to CITY OF CLERMONT, FLORIDA WATER AND SEWER REVENUE REFUNDING BONDS, SERIES 2009 INTRODUCTION The purpose of this Official Statement, including the cover page and all appendices, is to set forth certain information in connection with the sale by the City of Clermont, Florida (the "City") of its $ * aggregate principal amount of Water and Sewer Revenue Refunding Bonds, Series 2009 (the "Series 2009 Bonds"). The Series 2009 Bonds are being issued pursuant to the Constitution and laws of the State of Florida, including Chapter 166, Part II, Florida Statutes, and other applicable provisions of law (the "Act"), and pursuant and subject to the terms and conditions of Resolution No. 901 adopted by the City Council of the City on February 26, 1996, as amended and restated in its entirety by Resolution No. 1162 adopted by the City Council of the City on October 24, 2000, as amended and supplemented from time to time, and as particularly amended and supplemented by Resolution No. adopted by the City Council of the City on , 2009 (collectively, the "Resolution"). The Series 2009 Bonds are being issued to (i) refund all of the City's Water and Sewer Revenue and Refunding Bonds, Series 2000 (the "Refunded Bonds"), (ii) fund a debt service reserve account with respect to the Series 2009 Bonds, and (iii) pay costs of issuance of the Series 2009 Bonds, including the financial guaranty insurance premium. The Series 2009 Bonds, together with any Additional Bonds hereafter issued, shall be referred to herein as the "Bonds." The Series 2009 Bonds are secured by a pledge of and are payable solely from the Net Revenues and the Impact Fees Debt Service Component (together, the "Pledged Revenues") and, until applied in accordance with the provisions of the Resolution, the proceeds of the Series 2009 Bonds and all moneys, including investments thereof, in certain funds and accounts established thereunder (collectively, the "Pledged Funds"). The principal of and interest on the Series 2009 Bonds and all other payments provided for in the Resolution will be paid solely from the sources therein provided in accordance with the terms thereof; and no ad valorem taxing power of the City will ever be exercised nor will any holder of any Series 2009 Bond have the right to compel the exercise of such ad valorem taxing power to pay the principal of or interest on the Series 2009 Bonds or to make any other payments provided for in the Resolution, and the Series 2009 Bonds shall not constitute a lien upon the System (as such term is defined in the Resolution) or upon any other property of the City or situated within its corporate territorial limits, except the Pledged Funds. The Series 2009 Bonds are issuable only in the form of fully registered bonds, without coupons, in the principal amount of $5,000 or any integral multiples thereof. The interest on the Series 2009 Bonds is * Preliminary, subject to change. (4410/02/00165114. DOCv 10 ) 1 payable on June 1, 2010 and on each June 1 and December 1 thereafter until maturity or earlier redemption as more fully described herein. U.S. Bank National Association, Jacksonville, Florida is serving as Registrar and Paying Agent for the Series 2009 Bonds. Capitalized terms used but not defined herein have the same meanings as when used in the Resolution unless the context clearly indicates otherwise. Complete descriptions of the terms and conditions of the Series 2009 Bonds are set forth in the Resolution, a form of which is attached to this Official Statement as APPENDIX C. The description of the Series 2009 Bonds, the documents authorizing and securing the same, and the information from various reports and statements contained herein are not comprehensive or definitive. All references herein to such documents, reports and statements are qualified by the entire, actual content of such documents, reports and statements. Copies of such documents, reports and statements referred to herein that are not included in their entirety in this Official Statement may be obtained, after payment of applicable copying and mailing costs, from the City of Clermont, 685 West Montrose Street, Clermont, Florida 34711, Attention: Joseph E. Van Zile, Administrative Services Director. THE REFUNDING PLAN The City has determined that it can achieve a present value debt service savings by refunding the Refunded Bonds. Such refunding will be accomplished through the issuance of the Series 2009 Bonds and the use of a portion of the proceeds thereof, together with other legally available funds. The Refunded Bonds will be irrevocably called for redemption on 1, at a redemption price of 100% of the principal amount to be redeemed, plus accrued interest thereon. Upon delivery of the Series 2009 Bonds, U.S. Bank National Association, Jacksonville, Florida (the "Escrow Agent") will enter into an Escrow Deposit Agreement (the "Escrow Agreement") with the City relating to the Refunded Bonds. The Escrow Agreement will create an irrevocable escrow deposit fund (the "Escrow Account") which will be held by the Escrow Agent, and the money and securities held therein are to be applied to the payment of principal of and interest on the Refunded Bonds, as the same become due and payable and at redemption prior to maturity. Immediately upon the issuance and delivery of the Series 2009 Bonds, the City will deposit certain of the proceeds from the sale of the Series 2009 Bonds, together with other legally available funds in the Escrow Account. Substantially all of such money is expected to be invested in certain noncailable direct obligations of the United States of America or obligations the principal and interest on which are unconditionally guaranteed by the United States of America (the "Government Obligations"). The maturing principal amount of and interest on the Government Obligations and any cash held in the Escrow Account is expected to be sufficient to pay the principal of, interest on and redemption premium with respect to the Refunded Bonds, and will be pledged solely for the benefit of the holders of the Refunded Bonds, and will not be available for payment of debt service on the Series 2009 Bonds. The initial cash deposit plus principal and interest on the Government Obligations in the Escrow Account will be sufficient to pay the Refunded Bonds to their redemption date according to the schedules prepared by Public Financial Management, Inc., as verified by (the "Verification Agent"). See "VERIFICATION OF ARITHMETICAL COMPUTATIONS" herein. {4410/02/00165114.DOCv10} 2 In reliance upon the above-referenced schedules and verification, at the time of delivery of the Series 2009 Bonds, Bond Counsel shall deliver an opinion to the City to the effect that the right, title and interest of the holders of the Refunded Bonds pursuant to the Resolution have ceased. DESCRIPTION OF THE SERIES 2009 BONDS General Each Series 2009 Bond shall be issued in fully registered form in the denomination of $5,000 each, or integral multiples thereof, shall be dated, shall be numbered, shall bear interest computed on the basis of a 360 day year of twelve 30 day months at the rates and shall mature on the dates and in the amounts shown on the inside cover page hereof. The principal of or Redemption Price, if applicable, on the Series 2009 Bonds is payable upon presentation and surrender of the Series 2009 Bonds at the office of the Paying Agent. Interest payable on any Series 2009 Bond on any Interest Date will be paid by check or draft of the Paying Agent to the Holder in whose name such Bond shall be registered at the close of business on the date which shall be the fifteenth day (whether or not a business day) of the calendar month next preceding such Interest Date, or, unless otherwise provided by Supplemental Resolution, at the option of the Paying Agent, and at the request and expense of such Holder, by bank wire transfer for the account of such Holder. In the event the interest payable on any Series 2009 Bond is not punctually paid or duly provided for by the City on such Interest Date, such defaulted interest will be paid to the Holder in whose name such Bond shall be registered at the close of business on a special record date for the payment of such defaulted interest as established by notice to such Holder, not less than ten (10) days preceding such special record date. All payments of principal of or Redemption Price, if applicable, and interest on the Series 2009 Bonds shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. No Series 2009 Bond shall be secured under the Resolution or entitled to the benefit hereof or shall be valid or obligatory for any purpose unless there shall be manually endorsed on such Bond a certificate of authentication by the Registrar or such other entity as may be approved by the City for such purpose. Such certificate on any Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered under the Resolution. Each Series 2009 Bond shall be transferable only upon the books of the City, at the office of the Registrar, under such reasonable regulations as the City may prescribe, by the Holder thereof in person or by such Holder's attorney duly authorized in writing upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed and guaranteed by the Holder or such Holder's duly authorized attorney. Upon the transfer of any such Bond, the City shall issue, and cause to be authenticated, in the name of the transferee a new Bond or Bonds of the same aggregate principal amount and maturity as the surrendered Bond. The City, the Registrar and any Paying Agent or fiduciary of the City may deem and treat the Person in whose name any Outstanding Series 2009 Bond shall be registered upon the books of the City as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal or Redemption Price, if applicable, and interest on such Bond and for all other purposes, and all such payments so made to any such Holder or upon such Holder's order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid and neither the City (4410/02/00165114.DOCv10) 3 nor the Registrar nor any Paying Agent or other fiduciary of the City shall be affected by any notice to the contrary. Book-Entry Only System THE FOLLOWING INFORMATION CONCERNING THE DEPOSITORY TRUST COMPANY ("DTC") AND DTC'S BOOK-ENTRY ONLY SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT THE CITY BELIEVES TO BE RELIABLE, BUT THE CITY TAKES NO RESPONSIBILITY FOR THE ACCURACY THEREOF. DTC will act as securities depository for the Series 2009 Bonds. The Series 2009 Bonds will be issued as fully-registered securities in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully registered certificate will be issued for each maturity of the Series 2009 Bonds, in the aggregate principal amount of such issue, and will be deposited with DTC. SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE SERIES 2009 BONDS, AS NOMINEE OF DTC, CERTAIN REFERENCES IN THIS OFFICIAL STATEMENT TO THE SERIES 2009 BONDHOLDERS OR REGISTERED OWNERS OF THE SERIES 2009 BONDS SHALL MEAN CEDE & CO. AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2009 BONDS. THE DESCRIPTION WHICH FOLLOWS OF THE PROCEDURES AND RECORD KEEPING WITH RESPECT TO BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2009 BONDS, PAYMENT OF INTEREST AND PRINCIPAL ON THE SERIES 2009 BONDS TO DIRECT PARTICIPANTS (AS HEREINAFTER DEFINED) OR BENEFICIAL OWNERS OF THE SERIES 2009 BONDS, CONFIRMATION AND TRANSFER OF BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2009 BONDS, AND OTHER RELATED TRANSACTIONS BY AND BETWEEN DTC, THE DIRECT PARTICIPANTS AND BENEFICIAL OWNERS OF THE SERIES 2009 BONDS IS BASED SOLELY ON INFORMATION FURNISHED BY DTC. ACCORDINGLY, THE CITY NEITHER MAKES NOR CAN MAKE ANY REPRESENTATIONS CONCERNING THESE MATTERS. DTC, the world's largest depository, is alimited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC's participants (the "Direct Participants") deposit with DTC. DTC facilitates the post-trade settlement among Direct Participants of securities transactions, in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust and Clearing Corporation ("DTCC"). DTCC is a holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (the "Indirect Participants"). DTC has Standard and Poor's 144io/o2/ooi6su4.DOC~io} 4 highest rating: AAA. The DTC rules applicable to DTC and its Direct and Indirect Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcccom and www.dtc.ore. Purchases of Series 2009 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for such Series 2009 Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2009 Bond (the "Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2009 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of the Beneficial Owners. Beneficial Owners will not receive certificates representing their beneficial interests in the Series 2009 Bonds, except in the event that use of the book-entry system for the Series 2009 Bonds is discontinued. To facilitate subsequent transfers, all Series 2009 Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2009 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2009 Bonds. DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2009 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping an account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements made among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices shall be sent to DTC. If less than all of the Series 2009 Bonds are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such bonds, as the case may be, to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series 2009 Bonds unless authorized by a Direct Participant in accordance with DTC's procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Series 2009 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal and interest payments on the Series 2009 Bonds will be made to DTC. DTC's practice is to credit Direct Participants' accounts, upon DTC's receipt of funds and corresponding detail information from the City or the Paying Agent on the payable date in accordance with their respective holdings shown on DTC's records. Payments by Direct or Indirect Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Direct or Indirect Participants and not of DTC, the Paying Agent or the City, subject to any statutory and regulatory requirements as may be in effect from time to time. Payment of principal and interest to DTC is the responsibility of the City and/or {4410/02/00165114.DOCv10} 5 the Paying Agent for the Series 2009 Bonds. Disbursement of such payments to Direct Participants is the responsibility of DTC, and disbursement of such payments to the Beneficial Owners is the responsibility of the Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Series 2009 Bonds at any time by giving reasonable notice to the City. Under such circumstances, in the event that a successor securities depository is not obtained, certificates are required to be printed and delivered. The City may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository) upon compliance by the City with all applicable rules, policies and procedures of DTC regarding the discontinuation of the book-entry only system of registration. In that event, certificates will be printed and delivered. Optional Redemption The Series 2009 Bonds maturing on or before December 1, 2019 are not subject to redemption prior to maturity. The Series 2009 Bonds maturing after December 1, 2019 are subject to redemption prior to their respective maturities, at the option of the City, in whole or in part, on December 1, 2019 or any date thereafter, at a redemption price equal to the principal amount thereof plus accrued interest to the redemption date. If less than all of the Series 2009 Bonds are called for redemption, the Series 2009 Bonds to be redeemed shall be selected in such manner as the City in its discretion shall determine, and if less than all of a maturity shall be called for redemption, the Series 2009 Bonds to be redeemed shall be selected by lot within such maturity. Mandatory Redemption The Series 2009 Bonds which mature December 1, ,are subject to mandatory redemption in part prior to maturity, by lot, at redemption prices equal to 100% of the principal amount thereof plus interest accrued to the redemption date, beginning on December 1, ,and on each December 1 thereafter in the following principal amounts in the years specified: Year Principal Amount *Final Maturity Notice of Redemption Unless waived by any Holder of Series 2009 Bonds to be redeemed, notice of any redemption made pursuant to the Resolution shall be given by the Registrar on behalf of the City by mailing a copy of an official redemption notice by first class mail, postage prepaid, at least thirty (30) days and not more than sixty (60) days prior to the date fixed for redemption to each Holder of Series 2009 Bonds to be redeemed at the address of such Holder shown on the registration books maintained by the Registrar or at such other address as shall be furnished in writing by such Holder to the Registrar; provided, however, that no defect in any notice given pursuant to the Resolution to any Holder of Series 2009 Bonds to be {4410/02/0015~114.DOCv10} 6 redeemed nor failure to give such notice shall in any manner defeat the effectiveness of a call for redemption as to all other Holders of Series 2009 Bonds to be redeemed. Prior to any redemption date, the City shall deposit with the Paying Agent an amount of money sufficient to pay the Redemption Price of and accrued interest on all the Series 2009 Bonds or portions of Series 2009 Bonds which are to be redeemed on that date. SECURITY AND SOURCES OF PAYMENT FOR THE BONDS General The Bonds are secured by a pledge of and are payable solely from the Net Revenues and the Impact Fees Debt Service Component (together, the "Pledged Revenues") and, until applied in accordance with the provisions of the Resolution, the proceeds of the Bonds and all moneys, including investments thereof, in certain funds and accounts established thereunder (collectively, the "Pledged Funds"). The principal of and interest on the Bonds and all other payments provided for in the Resolution will be paid solely from the sources therein provided in accordance with the terms thereof; and no ad valorem taxing power of the City will ever be exercised nor will any holder of any Bond have the right to compel the exercise of such ad valorem taxing power to pay the principal of or interest on the Bonds or to make any other payments provided for in the Resolution, and the Bonds shall not constitute a lien upon the System (as such term is defined in the Resolution) or upon any other property of the City or situated within its corporate territorial limits, except the Pledged Funds. THE PRINCIPAL OF AND INTEREST ON THE BONDS AND ALL OTHER PAYMENTS PROVIDED FOR IN THE RESOLUTION WILL BE PAID SOLELY FROM THE SOURCES THEREIN PROVIDED IN ACCORDANCE WITH THE TERMS THEREOF; AND NO AD VALOREM TAXING POWER OF THE CITY WILL EVER BE EXERCISED NOR WILL ANY HOLDER OF ANY BOND HAVE THE RIGHT TO COMPEL THE EXERCISE OF SUCH AD VALOREM TAXING POWER TO PAY THE PRINCIPAL OF OR INTEREST ON THE BONDS OR TO MAKE ANY OTHER PAYMENTS PROVIDED FOR IN THE RESOLUTION, AND THE BONDS SHALL NOT CONSTITUTE A LIEN UPON THE SYSTEM OR UPON ANY OTHER PROPERTY OF THE CITY OR SITUATED WITHIN ITS CORPORATE TERRITORIAL LIMITS, EXCEPT THE PLEDGED FUNDS. "Net Revenues" means Gross Revenues less Operating Expenses. "Gross Revenues" means all income and moneys, excluding Assessments and Impact Fees, received by the City from the Rates, or otherwise received by the City or accruing to the City in the management and operation of the System, calculated in accordance with generally accepted accounting principles employed in the operation of public utility systems similar to the System, including, without limiting the generality of the foregoing, all earnings and income derived from the investment of moneys under the provisions of the Resolution which are transferred to the Revenue Fund or the Interest Account as provided in the Resolution. "Rates" means the rates, fees, rentals and other charges which shall be made and collected by the City for the use of the product, services and facilities to be provided by the System. "Operating Expenses" means the City's expenses for operation, maintenance and repairs with respect to the System and shall include, without limiting the generality of the foregoing, administration expenses, insurance and surety bond premiums, the fees to the provider of a Reserve Fund Insurance Policy or Reserve Fund Letter of Credit (but excluding any expenses or reimbursement obligations for (4410/02/00165114.DOCv10) 7 draws made thereunder), the fees of any rebate compliance service or of Bond Counsel relating to compliance with the provisions of Section 148 of the Code, legal and engineering expenses, ordinary and current rentals of equipment or other property, refunds of moneys lawfully due to others, payments to others for disposal of sewage or other wastes, payments to pension, retirement, health and hospitalization funds, and any other expenses required to be paid for or with respect to proper operation or maintenance of the System, all to the extent properly attributable to the System in accordance with generally accepted accounting principles employed in the operation of public utility systems similar to the System, and disbursements for the expenses, liabilities and compensation of any Paying Agent or Registrar under the Resolution, but does not include any costs or expenses in respect of original construction or improvement other than expenditures necessary to prevent an interruption or continuance of an interruption of the Gross Revenues, or any provision for interest, depreciation, amortization or similar charges. "Impact Fees Debt Service Component" for any Bond Year means the amount of Available Impact Fees equal to the total of the products determined for all Series of Bonds issued wholly or in part to finance Expansion Facilities by multiplying the Bond Service Requirement for each such Series by the Expansion Percentage for such Series. "Available Impact Fees" means the Impact Fees to the extent that such fees or charges have been lawfully levied and collected by the City and may under applicable law be used for the acquisition or construction of the Expansion Facilities or for Impact Fees Debt Service Components. "Impact Fees" means all non-refundable (except at the option of the City) system development fees, capital expansion fees, utility improvement fees or other similar fees and charges separately imposed by the City upon new customers of the System as a nonuser capacity charge for a proportionate share of the cost of the acquisition or construction of Expansion Facilities, which are imposed by the City for the purpose of allocating to such customers a portion of the cost of the additional System capacity made necessary by the extension or expected extension of System services to such new customers. The use of Impact Fees is limited under Florida law to (1) payment for Expansion Facilities or (2) paying debt service on obligations issued to acquire or construct or refinance Expansion Facilities to the extent the debt service is attributable to Expansion Facilities. Under Florida law, investment earnings with respect to Impact Fees are subject to the same restrictions on use as the Impact Fees themselves. Impact Fees revenues fluctuate with the amount of new construction or development which occurs within the City. Therefore, there can be no assurances that such revenue will not decrease or be eliminated altogether in the event that new construction, for whatever reason, might decrease or cease altogether within the City. "Expansion Facilities" means all those improvements, extensions and additions to the System, including all lands and interests therein, franchises, plants, buildings, machinery, fixtures, equipment, pipes, mains, and all other property, real and personal, tangible and intangible, which shall be constructed or acquired in order to meet the increased demand upon the System, whether actual or anticipated, created by new users connecting to the System. "Expansion Percentage," as applied to each Series of Bonds issued wholly or in part to finance or refinance Expansion Facilities, means a fraction having a numerator equal to the principal amount of the Bonds of such Series which are attributable to Expansion Facilities, as shall be determined by the Qualified Independent Consultant and set forth in the Project Certificate relating to such Series, and a denominator equal to the original aggregate principal amount of all Bonds of such Series. Provided, however, that if amounts on deposit in the Impact Fees Stabilization Account are, pursuant to the Resolution, withdrawn therefrom and applied to the purchase or redemption of Bonds prior to maturity, {4410/02/00165114.DOCv10} 8 then the numerator of the foregoing fraction shall be reduced by the amounts so withdrawn and the denominator shall be reduced by the total principal amount of the Bonds so purchased or redeemed. For purposes of the preceding sentence, Term Bonds redeemed from amounts on deposit in the Bond Amortization Account shall not be considered to have been redeemed prior to their maturity date. The Resolution establishes the Revenue Fund, the Sinking Fund (which includes the Principal Account, the Interest Account, and the Bond Amortization Account), the Reserve Fund, the Impact Fees Fund (which includes the Current Account and the Impact Fees Stabilization Account), the Rate Stabilization Fund, the Renewal and Replacement Fund, the Construction Fund (which includes a separate account for each Series of Bonds) and the Rebate Fund. All such funds and accounts will be held by one or more Authorized Depositories. Investments Each fund and account established by the Resolution shall be continuously secured in the manner by which the deposit of public funds are authorized to be secured by the laws of the State. Moneys on deposit in each fund and account, other than the Reserve Fund, may be invested and reinvested in Authorized Investments maturing not later than the date on which the moneys therein will be needed. See "APPENDIX C - Form of the Resolution" attached hereto for the definition of "Authorized Investments." Moneys on deposit in the Reserve Fund may be invested or reinvested in securities provided in clauses (1) through (12) of the definition of Authorized Investments which shall mature no later than five (5) years from the date of acquisition thereof. Any and all income received by the City from the investment of moneys in the Revenue Fund, the Construction Fund, the Rate Stabilization Fund and the Rebate Fund, in the Interest Account, the Principal Account and the Bond Amortization Account in the Sinking Fund, in the Current Account and the Impact Fees Stabilization Account in the Impact Fees Fund, in the Renewal and Replacement Fund (to the extent such income and the other amounts in the Renewal and Replacement Fund do not exceed the Renewal and Replacement Fund Requirement), and in the Reserve Fund (to the extent such income and the other amounts in the Reserve Fund do not exceed the Reserve Fund Requirement) shall be retained in such respective fund or account. Any and all income received from the investment of moneys in the Renewal and Replacement Fund (only to the extent such income and other amounts therein exceed the Renewal and Replacement Fund Requirement) shall be deposited upon receipt thereof in the Revenue Fund. Any and all income received from the investment of moneys in the Reserve Fund (only to the extent such income and other amounts therein exceed the Reserve Fund Requirement) shall be deposited upon receipt thereof in the Interest Account. All investments shall be valued at cost. Flow of Funds (A) Impact Fees. The City shall deposit into the Current Account all Available Impact Fees, promptly upon receipt thereof, until there shall have been deposited therein an amount equal to the Impact Fees Debt Service Component for the then current Bond Year, together with the amount of any continuing deficiency in the deposits for the Impact Fees Debt Service Component for any prior Bond {4410/02/00165114.DOCv10{ 9 Year, and thereafter the City shall deposit into the Impact Fees Stabilization Account all additional Available Impact Fees received in such Bond Year. On or before the last day of each month, the City shall withdraw from the moneys on deposit to the credit of the Current Account and deposit in the Sinking Fund a sum equal to one-twelfth (1/12) of the Impact Fees Debt Service Component for the then current Bond Year, together with the amount of any continuing deficiency in prior monthly transfers from the Current Account to the Sinking Fund. The moneys in the Impact Fees Stabilization Account may, to the extent such moneys may be lawfully used for such purpose, be applied at the discretion of the City (1) for deposit to the Current Account whenever the moneys on deposit therein are insufficient for the purposes set forth in the Resolution, (2) for the acquisition and construction of Expansion Facilities or to the payment of debt service on indebtedness incurred to finance the acquisition and construction of Expansion Facilities, and (3) for the purchase or redemption of Bonds; provided, however, that the aggregate amount of Available Impact Fees applied by the City pursuant to clauses (1) and (3) and pursuant to the second paragraph of this subsection (A) to Bond Service Requirements shall never exceed the aggregate Impact Fees Debt Service Components determined for all Bonds. (B) Revenues. The City shall deposit all Gross Revenues into the Revenue Fund promptly upon the receipt thereof. On or before the last day of each month, the moneys in the Revenue Fund shall be deposited or credited in the following manner and in the following order of priority: (1) Operation and Maintenance. Amounts in the Revenue Fund shall be used first to pay reasonable and necessary Operating Expenses for the next ensuing month; provided, however, that no such payment shall be made unless the provisions of the Resolution hereof in regard to the current Annual Budget are complied with. (2) Sinking Fund. Next, the City shall deposit into or credit to the Sinking Fund such sums as are described in subsection (C) below. (3) Reserve Fund. Next, the City shall deposit into or credit to the Reserve Fund such sums as are described in subsection (D) below. (4) Renewal and Replacement Fund. Next, the City shall deposit into or credit to the Renewal and Replacement Fund such sums as shall be sufficient to pay one-twelfth (1/12) of an amount equal to five percent (5%) of the Gross Revenues received by the City in the immediately preceding Fiscal Year, until the balance on deposit in the Renewal and Replacement Fund equals the Renewal and Replacement Fund Requirement. "Renewal and Replacement Fund Requirement" means, on the date of calculation, an amount equal to the lesser of (1) $250,000 or (ii) such other amount as may be recommended to the City by the Qualified Independent Consultant and approved by the Governing Body as an amount appropriate for the purposes of the Resolution. As of the date of delivery of the Series 2009 Bonds, $250,000 will be on deposit in the Renewal and Replacement Fund. If the balance on deposit in the Renewal and Replacement Fund exceeds the Renewal and Replacement Fund Requirement such excess amount shall be transferred by the City from the Renewal and Replacement Fund and deposited into the Revenue Fund. The moneys in the Renewal and Replacement Fund shall be applied by the City for the purpose of paying the cost of extensions, improvements or additions to, or the replacement or renewal of capital assets of, the System, or extraordinary repairs of the System; provided, (4410/02/00165114.DOCv10{ 10 however, that on or prior to each principal and interest payment date for the Bonds (in no event earlier than the fifteenth day of the month next preceding such payment date), moneys in the Renewal and Replacement Fund shall be deposited into the Interest Account, the Principal Account and the Bond Amortization Account when the moneys therein are insufficient to pay the principal of and interest on the Bonds coming due, but only to the extent moneys available in the Reserve Fund and the Rate Stabilization Fund for such purpose pursuant to subsection (D) below shall be inadequate to fully provide for such insufficiency. (5) Rate Stabilization Fund. The balance of any moneys remaining in the Revenue Fund after the payments and deposits required by part (1) through (4) of this subsection (B) shall be deposited or credited to the Rate Stabilization Fund. The moneys on deposit in the Rate Stabilization Fund may be transferred, at the discretion of the City, to any other appropriate fund or account of the City and be used by the City for any lawful purpose, including, but not limited to, the payment of the principal of, premium, if any, and interest on the Bonds or any Subordinated Indebtedness hereafter issued by the City; provided, however, that on or prior to each principal and interest payment date for the Bonds (in no event earlier than the fifteenth day of the month next preceding such payment date), moneys in the Rate Stabilization Fund shall be deposited into the Interest Account, the Principal Account and the Bond Amortization Account when the moneys therein are insufficient to pay the principal of and interest on the Bonds coming due. (C) Sinking Fund. The City shall deposit into or credit to the Sinking Fund from moneys in the Current Account the sums required by subsection (A) above. To the extent that moneys in the Current Account are insufficient or unavailable to make all of the deposits into the Sinking Fund required by this subsection (C), such deposits shall be made by the City from moneys in the Revenue Fund. The moneys on deposit in the Sinking Fund shall be applied in the manner provided in the Resolution solely for the payment of the principal of or Redemption Price, if applicable, and interest on the Bonds and shall not be available for any other purpose. The moneys transferred to the Sinking Fund shall be deposited or credited in the following manner and in the following order of priority: (1) Interest Account. The City shall deposit into or credit to the Interest Account the sum which, together with the balance in said account, shall equal the interest on all Outstanding Bonds accrued and unpaid and to accrue to the end of the then current calendar month (assuming that a year consists of twelve (12) equal calendar months of thirty (30) days each). Moneys in the Interest Account shall be applied by the City to pay interest on the Bonds as and when the same shall become due, whether by redemption or otherwise, and for no other purpose. The City shall adjust the amount of the deposit into the Interest Account not later than the month immediately preceding any Interest Date so as to provide sufficient moneys in the Interest Account to pay the interest coming due on the Bonds on such Interest Date. (2) Principal Account. Next, the City shall deposit into or credit to the Principal Account the sum which, together with the balance in said account, shall equal (a) the principal amount of all Outstanding Bonds other than Term Bonds due and unpaid, (b) that portion of the principal amount of the Bonds other than Term Bonds next due which would have accrued on such Bonds next due during the then current calendar month if such principal amount thereof were deemed to accrue monthly (assuming that a year consists of twelve (12) equal calendar months of thirty (30) days each) in equal installments from a date one year preceding the due date of such Bonds next due and (c) the portion of the principal amount of the Bonds other than {4410/02/00165114.DOCv10J 11 Term Bonds next due which shall have accrued on such basis in prior months. Serial Capital Appreciation Bonds (including their respective interest components) shall be payable entirely from moneys in the Principal Account on their respective maturity dates, and monthly deposits or credits to the Principal Account to provide funds for such purpose shall commence in the month which is one year prior to each such maturity date. Not later than the month immediately preceding any principal payment date, the City shall adjust the amount of the deposit into the Principal Account so as to provide sufficient moneys in the Principal Account to pay the principal on the Bonds other than Term Bonds becoming due on such principal payment date. Moneys in the Principal Account shall be applied by the City to pay the principal of the Bonds other than Term Bonds as and when the same shall become due, whether at maturity or otherwise, and for no other purpose. (3) Bond Amortization Account. Payments to the Bond Amortization Account shall be on a parity with payments to the Principal Account. Commencing in the month which is one year prior to the due date of each Amortization Installment, the City shall deposit into or credit to the Bond Amortization Account the sum which, together with the balance in said account held for the credit of such Amortization Installment and all Outstanding Term Bonds due and unpaid, shall equal (a) the principal amount of all such Outstanding Term Bonds due and unpaid, (b) that portion of such Amortization Installment which would have accrued during the then current calendar month if such Amortization Installment were deemed to accrue monthly (assuming that a year consists of twelve (12) equal calendar months of thirty (30) days each) in equal amounts from a date one year preceding such due date and (c) the portion of such Amortization Installment which shall have accrued on such basis in prior months. Term Capital Appreciation Bonds (including their respective interest components) shall be payable entirely from moneys in the Bond Amortization Account on the respective due dates of the Amortization Installments applicable thereto, and monthly deposits or credits to the Bond Amortization Account to provide funds for such purpose shall commence in the month which is one year prior to each such Amortization Installment due date. The City shall adjust the amount of the deposit into the Bond Amortization Account not later than the month immediately preceding any date for payment of an Amortization Installment so as to provide sufficient moneys in the Bond Amortization Account to pay such Amortization Installment on such date. Moneys in the Bond Amortization Account shall be applied by the City to purchase or redeem Term Bonds in the manner provided in the Resolution, and for no other purpose. (D) Reserve Fund. The City shall deposit into or credit to the Reserve Fund such sum, if any, as will be necessary to immediately restore the funds on deposit therein to an amount equal to the Reserve Fund Requirement including the reinstatement of any Reserve Fund Insurance Policy or Reserve Fund Letter of Credit on deposit therein or the cash replacement thereof. On or prior to each principal and interest payment date for the Bonds, moneys in the Reserve Fund shall be applied by the City to the payment of the principal of or Redemption Price, if applicable, and interest on the Bonds to the extent moneys in the Interest Account, the Principal Account and the Bond Amortization Account shall be insufficient for such purpose, but only to the extent moneys available in the Rate Stabilization Fund for such purpose pursuant to subsection (B)(5) above shall be inadequate to fully provide for such insufficiency. Whenever there shall be surplus moneys in the Reserve Fund by reason of a decrease in the Reserve Fund Requirement or as a result of a deposit therein of a Reserve Fund Insurance Policy and/or a Reserve Fund Letter of Credit, such surplus moneys shall be deposited by the City into the Principal Account, or such other appropriate fund or account of the City, provided such deposit to such other fund 14410/02/00165114.DOCv10) 12 or account shall not adversely affect the exclusion from gross income of interest on the Bonds for federal income tax purposes. Upon the issuance of any Series of Bonds, under the terms, limitations and conditions as provided in the Resolution, the City shall provide for the funding of the Reserve Fund in an amount equal to the Reserve Fund Requirement. Such required amount may be paid in full or in part from the proceeds of such Series of Bonds or may be accumulated in equal monthly payments from the Revenue Fund, on a parity with the payments required by the first sentence of this subsection (D), to the Reserve Fund over a period of months from the date of issuance of such Series of Bonds, which shall not exceed the greater of (a) sixty (60) months, or (b) the number of months for which interest on such Series of Bonds has been capitalized. Whenever moneys on deposit in the Reserve Fund, together with the other available amounts in the Sinking Fund, are sufficient to fully pay all Outstanding Bonds (including principal and interest thereon) in accordance with their terms, the funds on deposit in the Reserve Fund shall be applied to the payment of Bonds. Notwithstanding the foregoing provisions, in lieu of the required deposits into the Reserve Fund, the City may, at its sole option and discretion, cause to be deposited a Reserve Fund Insurance Policy and/or Reserve Fund Letter of Credit in an amount equal to the difference between the Reserve Fund Requirement applicable thereto and the sums, if any, remaining on deposit in the Reserve Fund after the deposit of such Reserve Fund Insurance Policy and/or Reserve Fund Letter of Credit. Notwithstanding the foregoing provisions, the City may adopt a Supplemental Resolution providing that certain Series of Additional Bonds are not secured by the Reserve Fund or any account therein, or establishing a separate account in the Reserve Fund for any Series of Bonds and providing a pledge of such account to the payment of such Series of Bonds apart from the pledge provided in the Resolution. To the extent a Series of Bonds is secured separately by an account of the Reserve Fund, the Holder of such Bonds shall not be secured by any other accounts or moneys in the Reserve Fund. Moneys in a separate account of the Reserve Fund shall be maintained at the Reserve Fund Requirement applicable to such Series of Bonds secured by such account unless otherwise provided by Supplemental Resolution. Moneys shall be deposited into separate accounts of the Reserve Fund on a pro-rata basis based upon the respective Reserve Fund Requirements applicable to the Bonds secured by such accounts. Moneys withdrawn from separate accounts in the Reserve Fund shall be applied to the payment of the Bonds secured by the respective accounts. If the City causes a Reserve Fund Insurance Policy and/or Reserve Fund Letter of Credit to be deposited into a separate account of the Reserve Fund, the issuer of such Reserve Fund Insurance Policy or Reserve Fund Letter of Credit must satisfy the rating requirements specified above only at the time such Reserve Fund Insurance Policy or Reserve Fund Letter of Credit is deposited into such separate account of the Reserve Fund. See "APPENDIX C -- Form of the Resolution" attached hereto for more information relating to Reserve Fund Insurance Policies and Reserve Fund Letters of Credit. Prior to deposit in the Reserve Fund, any Reserve Fund Letter of Credit or Reserve Fund Insurance Policy shall be approved in writing by each Insurer and Credit Bank and shall conform to such additional or different restrictions as such Insurer or Credit Bank shall reasonably require. (E) Purchase or Redemption of Bonds. The City, in its discretion, may use moneys in the Principal Account and the Interest Account to purchase or redeem Bonds coming due on the next (4410/02/00165114.DOCv10) 13 principal payment date, provided such purchase or redemption does not adversely affect the City's ability to pay the principal or interest coming due on such principal payment date on the Bonds not so purchased or redeemed. (F) Deposit of Moneys with Paying Agents. At least one (1) business day prior to the date established for payment of any principal of or Redemption Price, if applicable, or interest on the Bonds, the City shall withdraw from the Sinking Fund sufficient moneys to pay such principal or Redemption Price, if applicable, or interest and deposit such moneys with the Paying Agent for the Bonds to be paid. Rate Covenant Pursuant to the Resolution, the City has covenanted to fix, establish, maintain and collect such Rates and revise the same from time to time, whenever necessary, as will always provide in each Fiscal Year: (A) Net Revenues, together with moneys on deposit in the Rate Stabilization Fund, adequate at all times to pay in each Fiscal Year: (i) at least one hundred ten percent (110%) of the current annual Debt Service Requirement becoming due in such Fiscal Year on each Series of Outstanding Bonds, provided that Net Revenues shall equal at least one hundred percent (100%) of the current annual Debt Service Requirement becoming due in such Fiscal Year on each Series of Outstanding Bonds, plus (ii) at least one hundred percent (100%) of any amounts required by the terms of the Resolution to be deposited in the Reserve Fund or in the Renewal and Replacement Fund or with any issuer of a Reserve Fund Letter of Credit or Reserve Fund Insurance Policy in such Fiscal Year, or (B) Net Revenues, together with amounts deposited in the Current Account in the Impact Fees Fund and moneys on deposit in the Rate Stabilization Fund, adequate at all times to pay in each Fiscal Year: (i) at least one hundred twenty percent (120%) of the current annual Debt Service Requirement becoming due in such Fiscal Year on each Series of Outstanding Bonds, provided that Net Revenues shall equal at least one hundred percent (100%) of the current annual Debt Service Requirement becoming due in such Fiscal Year on each Series of Outstanding Bonds, plus (ii) at least one hundred percent (100%) of any amounts required by the terms of the Resolution to be deposited in the Reserve Fund or in the Renewal and Replacement Fund or with any issuer of a Reserve Fund Letter of Credit or Reserve Fund Insurance Policy in such Fiscal Year. Such Rates shall not be so reduced so as to be insufficient to provide Net Revenues fully adequate for the purposes provided therefor by the Resolution. (4410/02/00165114.DOCv101 14 If, in any Fiscal Year, the City shall fail to comply with the requirements contained in subsection (A) above, it shall cause the Consulting Engineers to review its Rates, Gross Revenues, Operating Expenses and methods of operation and to make written recommendations as to the methods by which the City may promptly seek to comply with the requirements set forth in subsection (A) above. The City shall forthwith commence to implement such recommendations to the extent required so as to cause it to thereafter comply with said requirements. Reserve Fund The Resolution provides for the establishment and maintenance of a Reserve Fund and separate accounts therein. The City has established a separate account in the Reserve Fund herein referred to as the "2009 Reserve Fund Subaccount." The 2009 Reserve Fund Subaccount shall secure the Series 2009 Bonds. No other account established in the Reserve Fund in the future shall secure the Series 2009 Bonds. Upon delivery of the Series 2009 Bonds, the City shall deposit into the 2009 Reserve Fund Subaccount a reserve fund insurance policy issued by the Insurer in an amount equal to the Reserve Fund Requirement for the Series 2009 Bonds ($ ) (the "2009 Reserve Fund Insurance Policy"). The 2009 Reserve Fund Insurance Policy shall secure the Series 2009 Bonds. See "FINANCIAL GUARANTY INSURANCE" and "2009 RESERVE FUND INSURANCE POLICY" herein. Pursuant to the Resolution, the "Reserve Fund Requirement" with respect to the Series 2009 Bonds means, as of any date of calculation, an amount equal to the lesser of (i) the Maximum Debt Service Requirement with respect to the Series 2009 Bonds, (ii) 125% of the average annual Debt Service Requirement with respect to the Series 2009 Bonds, or (iii) 10% of the proceeds of the Series 2009 Bonds. Moneys on deposit in the Reserve Fund shall be applied in accordance with the provisions of the Resolution solely for the purpose of the payment of maturing principal of, amortization, and interest on the Outstanding Bonds, including any Additional Bonds hereafter issued. Construction Fund The Resolution provides for the establishment and maintenance of a Construction Fund to be used solely for the purpose of paying Costs of the Project. Moneys in the Construction Fund, until applied in payment of any item of the Cost of a Project in the manner hereinafter provided, shall be held in trust by the City and shall be subject to a lien and charge in favor of the Bondholders and for the further security of such Holders. There shall be paid into the Construction Fund the amounts required to be so paid by the provisions of the Resolution, and there may be paid into the Construction Fund, at the option of the City, any moneys received for or in connection with a Project by the City from any other source. The proceeds of insurance maintained pursuant to the Resolution against physical loss of or damage to a Project, or of contractors' performance bonds with respect thereto pertaining to the period of construction thereof, shall be deposited into the appropriate account of the Construction Fund. The City covenants that the acquisition and construction of each Project will be completed without delay and in accordance with sound engineering practices. The City shall make disbursements or payments from the Construction Fund to pay the Cost of a Project upon the filing with the Clerk of documents and/or certificates signed by an Authorized Issuer Officer stating with respect to each disbursement or payment to be made: (1) the item number of the payment, (2) the name and address of {4410/02/00165114.DOCv10{ 15 the Person to whom payment is due, (3) the amount to be paid, (4) the Construction Fund account from which payment is to be made, (5) the purpose, by general classification, for which payment is to be made, and (6) that (A) each obligation, item of cost or expense mentioned therein has been properly incurred, is in payment of a part of the Cost of a Project and is a proper charge against the account of the Construction Fund from which payment is to be made and has not been the basis of any previous disbursement or payment, or (B) each obligation, item of cost or expense mentioned therein has been paid by the City, is a reimbursement of a part of the Cost of a Project, is a proper charge against the account of the Construction Fund from which payment is to be made, has not been theretofore reimbursed to the City or otherwise been the basis of any previous disbursement or payment and the City is entitled to reimbursement thereof. The Clerk shall retain all such documents and/or certificates of the Authorized Issuer Officers for seven (7) years from the dates of such documents and/or certificates. The Clerk shall make available the documents and/or certificates at all reasonable times for inspection by any Bondholder or the agent or representative of any Bondholder. Notwithstanding any of the other provisions of the Resolution, to the extent that other moneys are not available therefor, amounts in the Construction Fund shall be applied to the payment of principal of or Redemption Price, if applicable, and interest on Bonds when due. The date of completion of a Project shall be determined by the Authorized Issuer Officer who shall certify such fact in writing to the Governing Body. Promptly after the date of the completion of a Project, and after paying or making provisions for the payment of all unpaid items of the Cost of such Project, the City shall deposit in the following order of priority any balance of moneys remaining in the Construction Fund in (1) another account of the Construction Fund for which the Authorized Issuer Officer has stated that there are insufficient moneys present to pay the Cost of the related Project, (2) the Reserve Fund, to the extent of a deficiency therein, and (3) such other fund or account of the City, including those established under the Resolution, as shall be determined by the Governing Body, provided the City has received an opinion of Bond Counsel to the effect that such transfer shall not adversely affect the exclusion, if any, of interest on the Bonds from gross income for federal income tax purposes. Additional Bonds The City may issue one or more Series of Additional Bonds on parity and equal status with the Series 2009 Bonds as to lien and source of security for any one or more of the following purposes: financing the Cost of any Project, or the completion thereof or of the Initial Project, or refunding any or all Outstanding Bonds or of any Subordinated Indebtedness of the City. No such Additional Bonds shall be issued by the City unless the following conditions are complied with: (A) The City shall certify that it has complied with the covenants and agreements of the Resolution. (B) There shall have been obtained and filed with the City a certificate of a Qualified Independent Consultant: (1) stating that such consultant has examined the books and records of the City relating to the collection and receipt of Gross Revenues and Impact Fees and relating to Operating Expenses; (2) setting forth the amount of Net Revenues and Impact Fees deposited into the Current Account during the most recent preceding Fiscal Year for which audited financial statements are available or any twelve (12) consecutive months selected by the City of the twenty-four (24) months immediately preceding the issuance of such Additional Bonds; (3) stating that: {4410/02/00165114.DOCv10} 16 (a) such Net Revenues, adjusted as provided in the Resolution equal at least: (i) 110% times the maximum annual Debt Service Requirement for the next succeeding four Fiscal Years for all Outstanding Bonds and such Additional Bonds then proposed to be issued, plus (ii) 100% times any amounts required by the terms hereof to be deposited in the Reserve Fund or in the Renewal and Replacement Fund or with any issuer of a Reserve Fund Letter of Credit or Reserve Fund Insurance Policy during such period, plus (iii) 100% times the maximum annual subordinated debt service for all Subordinated Indebtedness then outstanding; or (b) such Net Revenues, adjusted as provided in the Resolution and Impact Fees deposited into the Current Account, adjusted as provided in the Resolution, equal at least: (i) 120% times the maximum annual Debt Service Requirement for the next succeeding four Fiscal Years for all Outstanding Bonds and such Additional Bonds then proposed to be issued, and that such Net Revenues, adjusted as provided in the Resolution, equal at least 1.00 times the maximum annual Debt Service Requirement for the next succeeding four Fiscal Years for all Outstanding Bonds and such Additional Bonds then proposed to be issued, plus (ii) 100% times any amounts required by the terms of the Resolution to be deposited in the Reserve Fund or in the Renewal and Replacement Fund or with any issuer of a Reserve Fund Letter of Credit or Reserve Fund Insurance Policy during such period, plus (iii) 100% times the maximum annual subordinated debt service for all Subordinated Indebtedness then outstanding; and (4) stating that no Event of Default was disclosed in the report of the most recent Annual Audit, or if such Event of Default was so disclosed, that it shall have been cured. In the event any Additional Bonds are issued for the purpose of refunding any Bonds then Outstanding, the conditions described above shall not apply, provided that the issuance of such Additional Bonds shall not result in an increase in the aggregate amount of principal and interest on the Outstanding Bonds becoming due in the current Fiscal Year and all subsequent Fiscal Years. The conditions described above shall apply to Additional Bonds issued to refund Subordinated Indebtedness and to Additional Bonds issued for refunding purposes which cannot meet the conditions of this paragraph. If at any time the City shall enter into an agreement or contract for an ownership interest in any public or privately owned water or sewer system or for the reservation of capacity therein whereby the City has agreed as part of the cost thereof to pay part of the debt service on the obligations of such public {4410/02/00165114.DOCv10{ 17 or privately owned water or sewer system issued in connection therewith, such payments to be made by the City shall be junior, inferior and subordinate in all respects to the Bonds issued under the Resolution, unless such obligations (when treated as Additional Bonds) shall meet the conditions described above, in which case such obligations shall rank on parity as to lien on the Pledged Funds with the Bonds. Subordinated Indebtedness The City will not issue any other obligations, except under the conditions and in the manner provided in the Resolution, payable from the Pledged Funds or voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge having priority to or being on a parity with the lien thereon in favor of the Bonds and the interest thereon. The City may at any time or from time to time issue evidences of indebtedness that are not Additional Bonds and that are payable in whole or in part out of the Pledged Funds and which may be secured by a pledge of the Pledged Funds; provided, however, that such pledge shall be, and shall be expressed to be, subordinated in all respects to the pledge of the Pledged Funds created by the Resolution. The City may provide for the accession of Subordinated Indebtedness to the status of complete parity with the Bonds, if (A) the City shall meet all the requirements imposed upon the issuance of Additional Bonds described above, assuming, for purposes of said requirements, that such Subordinated Indebtedness shall be Additional Bonds, (B) the facilities financed by such Subordinated Indebtedness shall be, or become part of the System, and (C) the City shall provide for the funding of the Reserve Fund, upon such accession, in an amount equal to the increase in the amount of the Reserve Fund Requirement occasioned by such accession in accordance with the Resolution. Separate Accounts The moneys required to be accounted for in each of the funds and accounts established in the Resolution may be deposited in a single bank account, and funds allocated to the various funds and accounts established in the Resolution may be invested in a common investment pool, provided that adequate accounting records are maintained to reflect and control the restricted allocation of the moneys on deposit therein and such investments for the various purposes of such funds and accounts as provided in the Resolution. The designation and establishment of the various funds and accounts in and by the Resolution shall not be construed to require the establishment of any completely independent, self-balancing funds as such term is commonly defined and used in governmental accounting, but rather is intended solely to constitute an earmarking of certain revenues for certain purposes and to establish certain priorities for application of such revenues as herein provided. FINANCIAL GUARANTY INSURANCE General The following information is not complete and reference is made to APPENDIX D for a specimen of the financial guaranty insurance policy (the "Financial Guaranty Insurance Policy") of the Insurer. {4410/02/00165114.DOCv10} 18 THE INFORMATION RELATING TO THE INSURER CONTAINED BELOW HAS BEEN FURNISHED BY THE INSURER. NO REPRESENTATION IS MADE BY THE CITY NOR THE UNDERWRITER AS TO THE ACCURACY OR ADEQUACY OF SUCH INFORMATION OR THAT THERE HAS NOT BEEN ANY MATERIAL ADVERSE CHANGE IN SUCH INFORMATION SUBSEQUENT TO THE DATE OF SUCH INFORMATION. NEITHER THE CITY NOR THE UNDERWRITER HAVE MADE ANY INVESTIGATION INTO THE FINANCIAL CONDITION OF THE INSURER, AND NO REPRESENTATION IS MADE AS TO THE ABILITY OF THE INSURER TO MEET ITS OBLIGATIONS UNDER THE FINANCIAL GUARANTY INSURANCE POLICY. The Financial Guaranty Insurance Policy Concurrently with the issuance of the Series 2009 Bonds, Assured Guaranty Corp. (the "Insurer") will issue its financial guaranty insurance policy (the "Policy") for the Series 2009 Bonds. The Policy guarantees the scheduled payment of principal of and interest on the Series 2009 Bonds when due as set forth in the form of the Policy included as an exhibit to this Official Statement. The Policy is not covered by any insurance security or guaranty fund established under New York, California, Connecticut or Florida insurance law. The Insurer The Insurer is aMaryland-domiciled insurance company regulated by the Maryland Insurance Administration and licensed to conduct financial guaranty insurance business in all fifty states of the United States, the District of Columbia and Puerto Rico. The Insurer commenced operations in 1988. The Insurer is a wholly owned, indirect subsidiary of Assured Guaranty Ltd. ("AGL"), aBermuda-based holding company whose shares are publicly traded and are listed on the New York Stock Exchange under the symbol "AGO." AGL, through its operating subsidiaries, provides credit enhancement products to the U.S. and global public finance, structured finance and mortgage markets. Neither AGL nor any of its shareholders is obligated to pay any debts of the Insurer or any claims under any insurance policy issued by the Insurer. The Insurer's financial strength is rated "AAA" (negative outlook) by Standard & Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P"), "Aa2" (on review for possible downgrade) by Moody's Investors Service, Inc. ("Moody's'") and "AA-" (negative outlook) by Fitch Ratings ("Fitch"). Each rating of the Insurer should be evaluated independently. An explanation of the significance of the above ratings may be obtained from the applicable rating agency. The above ratings are not recommendations to buy, sell or hold any security, and such ratings are subject to revision or withdrawal at any time by the rating agencies. Any downward revision or withdrawal of any of the above ratings may have an adverse effect on the market price of any security guaranteed by the Insurer. The Insurer does not guaranty the market price of the securities it guarantees, nor does it guaranty that the ratings on such securities will not be revised or withdrawn. Recent Developments Rat~nes On July 1, 2009, S&P published a Research Update in which it affirmed its "AAA" counterparty credit and financial strength ratings on the Insurer. At the same time, S&P revised its outlook on the {4410/02/00165114.DOCv10~ 19 Insurer to negative from stable. Reference is made to the Research Update, a copy of which is available at www.standardandpoors.com, for the complete text of S&P's comments. On May 20, 2009, Moody's issued a press release stating that it had placed the "Aa2" insurance financial strength rating of the Insurer on review for possible downgrade. Subsequently, in an announcement dated July 24, 2009 entitled "Moody's Comments on the Insurer's Announcement to Guarantee and Delist FSA Debt", Moody's announced that it expected to conclude its review by mid- August 2009. Reference is made to the press release and the announcement, copies of which are available at ww~~.mood`~s.com, for the complete text of Moody's comments. In a press release dated October 12, 2009, Fitch announced that it had downgraded the insurer financial strength rating of the Insurer to "AA-" (negative outlook) from "AA" (ratings watch negative). Reference is made to the press release, a copy of which is available at www.fitchratings.com, for the complete text of Fitch's comments. There can be no assurance as to the outcome of Moody's review, or as to the further action that Fitch or S&P may take with respect to the Insurer. For more information regarding the Insurer's financial strength ratings and the risks relating thereto, see AGL's Annual Report on Form 10-K for the fiscal year ended December 31, 2008, which was filed by AGL with the Securities and Exchange Commission ("SEC") on February 26, 2009, AGL's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009, which was filed by AGL with the SEC on May 11, 2009, and AGL's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009, which was filed by AGL with the SEC on August 10, 2009. Acquisition of FSA On July 1, 2009, AGL acquired the financial guaranty operations of Financial Security Assurance Holdings Ltd. ("FSA"), the parent of financial guaranty insurance company Financial Security Assurance Inc. For more information regarding the acquisition by AGL of FSA, see Item 1.01 of the Current Report on Form 8-K filed by AGL with the SEC on July 8, 2009. Capitalization of the Insurer As of June 30, 2009, the Insurer had total admitted assets of $1,950,949,811 (unaudited), total liabilities of $1,653,306,246 (unaudited), total surplus of $297,643,565 (unaudited) and total statutory capital (surplus plus contingency reserves) of $1,084,906,800 (unaudited) determined in accordance with statutory accounting practices prescribed or permitted by insurance regulatory authorities. Incorporation of Certain Documents by Reference The portions of the following documents relating to the Insurer are hereby incorporated by reference into this Official Statement and shall be deemed to be a part hereof: ^ the Annual Report on Form 10-K of AGL for the fiscal year ended December 31, 2008 (which was filed by AGL with the SEC on February 26, 2009); (4410/02/00165114.DOCv10] 20 ^ the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009 (which was filed by AGL with the SEC on May 11, 2009); ^ the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009 (which was filed by AGL with the SEC on August 10, 2009); and ^ the Current Reports on Form 8-K filed by AGL with the SEC relating to the periods following the fiscal year ended December 31, 2008. All consolidated financial statements of the Insurer and all other information relating to the Insurer included in documents filed by AGL with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this Official Statement and prior to the termination of the offering of the Series 2009 Bonds shall be deemed to be incorporated by reference into this Official Statement and to be a part hereof from the respective dates of filing such consolidated financial statements. Any statement contained in a document incorporated herein by reference or contained herein under the heading "FINANCIAL GUARANTY -The Insurer" shall be modified or superseded for purposes of this Official Statement to the extent that a statement contained herein or in any subsequently filed document which is incorporated by reference herein also modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Official Statement. Copies of the consolidated financial statements of the Insurer incorporated by reference herein and of the statutory financial statements filed by the Insurer with the Maryland Insurance Administration are available upon request by contacting the Insurer at 31 West 52^d Street, New York, New York 10019 or by calling the Insurer at (212) 974-0100. In addition, the information regarding the Insurer that is incorporated by reference in this Official Statement that has been filed by AGL with the SEC is available to the public over the Internet at the SEC's web site at http://www.sec.gov and at AGL's web site at http://wurm.assuredguaranty.com, from the SEC's Public Reference Room at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the office of the New York Stock Exchange at 20 Broad Street, New York, New York 10005. The Insurer makes no representation regarding the Series 2009 Bonds or the advisability of investing in the Series 2009 Bonds. In addition, the Insurer has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding the Insurer supplied by the Insurer and presented under the heading "FINANCIAL GUARANTY INSURANCE". [2009 RESERVE FUND INSURANCE POLICY TO COME] (4410/02/00165114. DOCv 10 ~ 21 ESTIMATED SOURCES AND USES OF FUNDS The following table sets forth the estimated sources and uses of the proceeds to be received from the sale of the Series 2009 Bonds: Sources of Funds Principal Amount of Series 2009 Bonds $ Less/Plus Original Issue Discount/Premium Total Sources of Funds $ Uses of Funds Deposit to 2009 Reserve Fund Subaccount $ Deposit to Escrow Account Deposit to Costs of Issuance Account~i~ Total Uses $ ~l~ Includes legal and advisory fees, bank fees, printing, financial guaranty insurance and Underwriter's discount. [Remainder of page intentionally left blank] {4410/02/00165114.DOCv10} 22 DEBT SERVICE SCHEDULE Bond Year Ending December 1 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 {4410/02/00165114.DOCv10~ Total Principal Interest Debt Service 23 THE CITY The City of Clermont is located in the center of south Lake County about 22 miles west of Orlando. Clermont is located in the central highlands of Florida about equidistant from the Atlantic and Gulf Coasts. The area around the City has many miles of lakes and waterways. The City has aCouncil/Manager form of government. The Mayor and four City Council members are elected at-large to serve overlapping two-year terms. The City employs afull-time City Manager to administer the day-to-day operations of the City. THE SYSTEM General The City provides potable water and sewer services to customers located both inside and outside the City limits. As a result of growth in the community, the City identifies potable water customers pursuant to two separate service areas, "East" and "West." The West service area consists of areas primarily west of U.S. Highway 27, and is generally referred to as the original or older service area. The East service area is primarily east of U.S. Highway 27 and accommodates principally newer connections to the System. The water system, as of September 30, 2009, had 18,576 customers. The West water system serves primarily those customers within the immediate City limits consisting of 4,488 (24.2%) of the total water customers. The East water system resulted from an effort to efficiently expand the water service area and accommodate anticipated growth east of the City. This area has seen tremendous growth in the past 5 years. The East water system currently provides service to 14,088 (75.9%) of the total water customers. The System currently provides sewer service to 13,312 connections as of September 30, 2009. The West Pollution Control Facility serves 3855 connections and the East Water Reclamation Facility serves 9,457 connections. The East Water Reclamation Facility includes facilities capable of producing reclaimed water for irrigation use in public access areas. Utility Management Personnel involved in management, financing, and operations of the System includes an elected City Council consisting of five members. The City Manager is appointed by the City Council and is responsible for the day to day management and administration of the City. The Administrative Services Director and Director of Engineering and Utilities are selected by the City Manager. Wayne Saunders, City Manager. Mr. Saunders has been City Manager since May 1985. Prior to this appointment in the City of Clermont, he served as Finance Director of the City of Clermont for five years. Mr. Saunders has a Masters in Business Administration from the Western Carolina University. Darren Gray, Assistant City Manager. Mr. Gray has been Assistant City Manager since April, 2004. His responsibilities include the oversight of all operations of the City, including Utilities, Public Works and Emergency Services. Prior to his service to the City of Clermont, he served in various management {4410/02/00165114.DOCv10} 24 positions for Orange County Government for 8 years. Mr. Gray has a Masters in Public Administration from the University of Central Florida. Joseph Van Zile, Director of Administrative Services. Mr. Van Zile has been an employee of the City since July 1985. He received a Bachelor of Science in Accounting from the University of Central Florida. Mr. Van Zile is a Certified Public Accountant in the State of Florida and a Certified Government Finance Officer. His prior experience includes employment as an auditor with the Office of the Auditor General, State of Florida. Before this appointment, he was Finance Manager for the Volusia County School District. The Director of Administrative Services is responsible for utility billing, finance, budgeting, cash management, human resources and information technology. Tamara Richardson, PE, Engineering Director. Ms. Richardson has served as an employee for the City of Clermont since May 1998. She is responsible for capital improvement projects for water production and distribution, wastewater collection and treatment and the City's infrastructure. Prior to that, she was employed with an environmental consulting firm where she designed potable water supply and transmission facilities and wastewater treatment and collection facilities. Ms. Richardson graduated Summa Cum Laude with a Bachelor of Science in Environmental Engineer from the University of Central Florida in 1992. James F. Kinzler, Utilities Director. Mr. Kinzler has served as a member of staff for the City of Clermont since March 1995. He graduated from the University of Central Florida in 1996 with a Bachelor of Science in Business Administration -Accounting. He is responsible for the production and distribution of potable water, collection and treatment of wastewater and the production and distribution of reclaimed water. Mr. Kinzler holds a Florida Class B water operator license and a Florida Class A wastewater operator license. He is an Enrolled Agent approved to practice before the Internal Revenue Service. Existing System Back rg ound Withdrawal of groundwater in the City and surrounding County is regulated by the St. John's River Water Management District (SJRWMD) through the issuance of a Consumptive Use Permit (CUP). 'The East and West water systems are permitted under CUP No. 2478. The CUP is in the process of being renewed to accommodate a larger customer base. The timing of the renewal is advantageous to the planned construction of new wells in each system since the new wells can be easily incorporated into the permit renewal application. Water System West Water System The West Water System primarily serves the original sections of the City with 4,488 connections as of September 2009. The system includes three raw water wells, two elevated storage tanks and an extensive distribution system. The West water service area is largely built-out with minimal growth. The groundwater source is the Floridan Aquifer. The water quality of the groundwater is such that no treatment is required. The City provides only disinfection prior to distribution. The water produced by the West water system meets all federal and state regulatory drinking water standards. {4410/02/00165114.DOCv10} 25 The West water system includes two elevated storage tanks. The Disston Avenue tank has a capacity of 100,000 gallons and the Bloxam Avenue tank has a capacity of 500,000 gallons. The wells are controlled by the level of the Bloxam Avenue tank. As the levels in the tanks drops, the wells are energized in rotation. The West water system consists of three remote wells, known as the Fourth Street Well, the Seminole Avenue Well and the Grand Highway Well, that discharge directly into the distribution system, following disinfection with a gaseous chlorine injection system. The total depth of the wells range from 790 feet to 918 feet and casing diameters range from 10 to 12 inches. Each well is equipped with a vertical turbine well pump, flow-measurement device and discharge piping and valves. The Fourth Street Well is equipped with a propane powered right-angle drive engine and the Grand Highway Well is equipped with a diesel powered right-angle drive engine to serve as a back-up pumping source in the event of a power failure. Redundancy will be provided with the addition of a new well in the West Water System. With the best well off line, the system will be able to maintain service. The total permitted capacity, by the Florida Department of Environmental Protection, of the West Water System is 2.13 million gallons per day while the total design capacity is 3.44 million gallons per day. The following table provides a summary of the West Water System well characteristics: West Water System Summary of Ground Water Sources Casing Well Name Diam in Fourth Street 10 Seminole Avenue 12 Grand Highway 12 Casing Total Pump De th ft De th ft Capacity~gpm) 605 790 1,500 517 840 1,500 600 918 1,500 Date Drilled 1982 1975 1970 Source: City of Clermont Utilities Department Due to the age of the wells and the minimal growth on the west side of the City, the City will be constructing a new potable well in the West water system to provide additional capacity as well as water supply redundancy in the event one of the existing wells must be taken out of service for any length of time. The new well is included in the plans to construct a new West Water Treatment Facility to provide additional storage with a bank of high service pumps to improve hydraulics in the West water system. The new facility will include sodium hypochlorite for disinfection to replace the gaseous chlorine. The improvements discussed in this paragraph are included below under the heading "THE SYSTEM - Five- Year Capital Improvement Program and Funding Sources." West Water System Transmission Facilities The City's water transmission and distribution system for the West water system is a network of ductile iron, asbestos cement and polyvinyl chloride (PVC) pipe ranging from 1 1/z to 12 inches in diameter. The majority, approximately 60 percent, of the transmission/distribution system on the West side was constructed during the 1970s and 1980s, so it is a relatively new system and in good repair. The City has an ongoing renewal and replacement program in which sections of pipeline are abandoned in {4410/02/00165114.DOCv10} 26 place or removed and replaced with new material, usually PVC. In addition, fire hydrants have been installed as facilities are constructed to provide fire protection to the majority of the areas served. To improve water quality and system hydraulics on the west side, the City will be constructing a new potable well in the West water system to provide additional capacity as well as water supply redundancy in the event one of the existing wells must be taken out of service for any length of time. The well construction will be included in the design and construction of the West Water Treatment Facility. The new facility will include a 1-million gallon ground storage tank, a sodium hypochlorite feed system for disinfection and a bank of high service pumps to improve hydraulics of the potable water distribution system. The improvements to the system will provide increased reliability for water production and supply to the City's customer base. The improvements discussed in this paragraph are included below under the heading "THE SYSTEM -Five-Year Capital Improvement Program and Funding Sources." East Water System The East water system was developed to serve the expanding water service area due to the high rate of growth in the area. As of September 2009, the East water system serves 14,088 connections located within the City limits, as well as in unincorporated Lake County. The system includes six raw water wells, one elevated storage tank, two newly constructed water treatment facilities and an expanding distribution system. The groundwater source is the Floridan Aquifer. The water quality of the groundwater is such that no treatment is required. The City provides only disinfection prior to distribution. The water produced by the East water system meets all the federal and state regulatory drinking water standards. The East water system includes one elevated storage tank located on Highway 50, which has a capacity of 400,000 gallons. The Sunburst Water Treatment Plant includes a ground storage tank with a capacity of 2 million gallons and a bank of high service pumps. The Hancock Well, the Sunburst Well and the Heritage Hills well provide the raw water for the Sunburst Plant. The Greater Hills Water Treatment Plant includes a ground storage tank with a capacity of 1 million gallons and a bank of high service pumps. Raw water for the Greater Hills plant is provided by the Greater Hills North Well, the Greater Hills South Well and the Elevated Storage Tank Well. The wells are controlled by the levels in their respective ground storage tanks. As the levels in the tanks drop, the wells are energized in rotation. The wells and storage tanks are monitored and controlled by a telemetry system which is monitored from the Central Utilities Operation Building on Hancock Road. The East water system consists of six wells. The total depth of the wells range from 790 feet to 918 feet and casing diameters range from 10 to 24 inches. Each well is equipped with a vertical turbine well pump, flow-measurement device and discharge piping and valves. In addition, each well or water treatment plant is equipped with an emergency standby power generation unit sufficient to operate the potable water delivery system during a power failure. The total permitted capacity of the East water system is 10.686 million gallons per day. The following table provides a summary of the East water system well characteristics: (4410/02/00165114.DOCv10} 27 Well Name Greater Hills North Greater Hills South Hancock Elevated Storage Tank Sunburst Heritage Hills East Water System Summary of Ground Water Sources Casing Casing Total Pump Date Diam in De th ft De th ft Capacity (gpm~ Drilled 18 828 1,320 2,200 1981 10 864 1,180 1,500 1990 16 360 885 1,500 1995 18 365 915 1,925 2002 24 346 900 1,791 2004 24 378 875 2,500 2008 Source: City of Clermont Utilities Department East Water System Transmission Facilities The City's water transmission and distribution system for the East water system is a network of ductile iron and PVC pipe ranging from 2 to 20 inches in diameter. The transmission/distribution system on the east side is relatively new, with construction beginning in the 1980s, so the system is in good repair and a renewal and replacement program is not yet required. Fire hydrants have been installed along all pipelines as the facilities were constructed in order to provide fire protection to the majority of the areas served. Sewer System The wastewater collection system includes gravity collection, force main transmission, lift stations, a water reclamation facility and effluent and sludge disposal systems. Wastewater Collection and Transmission The existing wastewater collection and treatment system on the west side of the City was constructed in the 1970s. Prior to the collection system, individual septic tanks were used for homes and businesses. The collection system on the east side of town, the area of recent growth, is relatively new having been constructed solely for the new development. Due to the varying topography with elevation changes from 85 feet to 307 feet above mean sea level, 62 City-owned and maintained lift stations are needed to convey wastewater over the hills to its final destination. Of the 62 existing lift stations, two are master lift stations, LS-6 on the west side and E-6 on the east side. Since initial installation, modifications and upgrades have been made to the wastewater collection and transmission system including lift station and manhole renovations, sewer line replacements and installation of odor control facilities. For reliability, the lift stations use a telemetry system that notifies City personnel in the event of a lift station failure as well as audible and visual alarms. The telemetry system increases system reliability and reduces the potential for spills resulting from lift station failures. In addition, the telemetry system provides valuable operating data that allows the Utilities staff to effectively manage the expanding collection system. The majority of new lift stations constructed in the past five years are equipped with emergency standby generators as are the master lift stations. As part of the City's regular renewal and replacement program for the wastewater system, lift stations located in environmentally sensitive areas {4410/02/00165114.DOCv10} 28 have been retrofitted to include emergency generators. All lift stations that currently do not have a dedicated emergency generator are equipped with a power receptacle to accept the City's portable generator and each station has an emergency pump connection for the City's portable pumps. It was a goal of the City to have an emergency generator at each station to maintain service during power outages and severe storm events. Redundancy is provided in each lift station by including at least two pumps, each with ample capacity, to handle the lift station flows. In the event of a single pump failure, the alternate pump will maintain lift station service. Wastewater Treatment Facilities The City owns and operates two wastewater treatment facilities. One generally serves the west side of the City and one generally serves the east side of the City. Throughout the years, improvements and expansions have been made to the wastewater treatment facility, known as the Clermont Pollution Control Facility, on the west side of the City. The facility was initially constructed in 1972. Additional facilities, including a flow equalization basin, were added in 1985 to expand the capacity to 0.95 million gallons per day and to redirect effluent disposal from on site ponds to an off site sprayfield. In 1990, the sludge treatment facilities were expanded. The design capacity of the Clermont Pollution Control Facility is 0.95 million gallons per day, but the permitted capacity is only 0.75 million gallons per day, limited by the loading restrictions of the sprayfield. The current flows to the facility are 0.75 million gallons per day. The wastewater facility on the east side, called the East Water Reclamation Facility, was constructed in phases beginning in 1995. Initially a package plant with a capacity of 0.099 million gallons per day was constructed, but soon replaced in 1996 with a contact stabilization facility with a design capacity of 0.75 million gallons per day. In October 2002, the newly constructed facility went on line with a treatment capacity of 2.0 million gallons per day and processes capable of producing reclaimed water. The reclaimed water is currently sold in bulk to a golf course community with back up effluent disposal by rapid infiltration basins. Dewatered sludge is hauled off site for further processing and disposal by an independent facility. Current flows to this plant are approximately 1.3 million gallons per day. The City recently completed the expansion of the East Side Wastewater Treatment Facility. The expansion increased capacity to 4.0 million gallons per day and includes facilities to produce effluent suitable for use as reclaimed water. The expanded plant duplicated the existing processes, including anoxic zones and extended aeration followed by clarification, filtration and disinfection. The expansion added a 2-million gallon reclaimed water storage tank and a bank of high service pumps for delivery of reclaimed water to customers for use as irrigation water. Effluent disposal is accomplished through a network of reclaimed water piping to irrigate golf courses and residential neighborhoods. The existing rapid infiltration basins will serve as a disposal site for substandard effluent and wet weather discharge. Sludge processing facilities will include aerobic digestions and belt filter presses. Processed sludge will be hauled off site for land application. Construction is underway to abandon the Clermont Pollution Control Facility on the west side of the City and route all the wastewater to the newly expanded East Water Reclamation Facility for treatment. This will provide more reclaimed water to offset potable water withdrawals for irrigation on the east side. The project will be complete by December 2009. {4410/02/00165114.DOCv10) 29 'The City has multiple customers equipped to accept and use the reclaimed water for irrigation water including, the Kings Ridge residential community, the Summit Green residential community, Lost Lake Development of Regional Impact, and a variety of neighborhoods along Hancock Road and Hartwood Marsh Road. Condition of Facilities The ongoing renewal and replacement programs for the distribution and collection systems for the water and wastewater systems assures that the systems are kept in good repair. The raw water supply wells are taken out of service and repaired or renovated on a regular basis. The wastewater treatment facilities are well maintained and have no functional difficulties. Existing and Projected System Capacities The majority of the growth is concentrated on the east side of the City and therefore creates additional demands on the East Water System and the East Side Wastewater Treatment Facility. The projected capacity demands on the water and wastewater system are presented in the table which follows: Projected Increase in Capacity Demands Due to System Growth Water Wastewater System Capacity System Capacity Year Population Demand (MGDj Demand (MGD~ 2010 39,536 6.69 2.79 2015 45,823 7.41 3.36 2020 47,446 7.60 3.51 2025 49,170 7.80 3.66 2030 50,707 7.98 3.79 Source: City of Clermont Utilities Department Five-Year Capital Improvement Program and Funding Sources To accommodate the rapidly growing population, the City is proposing several capital improvement projects to increase capacity of the water supply systems and wastewater collection and treatment systems. The regulatory agencies governing each project have been contacted and projects have been evaluated for the ability to obtain a permit and timing. None of the projects included below are the result of a consent order requiring corrective action by any regulatory authority relating to any component of the System. The estimated improvement costs are summarized below in the following tables. {4410/02/00165114.DOCv10} 30 Water System Description Cost User Rates, Fees and Char es Impact Fees Other West Water Treatment Facility: Engineering Construction Water Mains Repair/Rehabilitation Storage Tanks Repair/Rehabilitation Security System Improvements Automated Meter Reading System Windy Hill Water Well: Engineering Construction Water System Improvements Total Description $ 900,000 $ 900,000 $0 $0 9,000,000 9,000,000 0 0 1,000,000 1,000,000 0 0 700,000 700,000 0 0 600,000 600,000 0 0 3,450,000 3,450,000 0 0 60,000 60,000 0 0 875,000 875,000 0 0 16.585.000 16,585.000 $Q ~ Sewer System User Rates, Fees and Cost Charges Impact Fees Other Sewer Mains Repair/Rehabilitation $ 2,500,000 $ 2,500,000 $ 0 $0 Lift Stations Repair/Rehabilitation 1,750,000 1,750,000 0 0 Security System Improvements 860,000 0 860,000 0 East Wastewater Plant Expansion 600,000 0 600,000 0 East Water Reclamation System Expansion 4,000,000 0 4,000,000 0 Sewer System Improvements Total $9,710,000 250 000 $5,460,000 GRAND TOTAL 26.295,000 20.835.000 5.460.000 ~Q ~1~Unspent proceeds of the Refunded Bonds. Source: City of Clermont Utilities Department Regulatory Status The City is in full compliance with all applicable federal and state regulatory requirements relating to the provision of water and sewer services and there are currently no outstanding consent orders requiring corrective actions that have been issued by any regulatory authority relating to any component of the System. The City is operating all of its water production facilities and wastewater treatment plants pursuant to unexpired permits issued by the requisite regulatory agencies. The City is current on all permit renewals. The water produced by the System meets all federal and state regulatory drinking water standards. {4410/02/00165114.DOCv10} 31 Historical Customer Data The City's water and sewer rate ordinance provides for two major customer classes: 1) Residential, comprised of single-family and multi-family dwellings, and 2) Commercial, comprised of all others that do not qualify as Residential. Single family customers are representative of single dwelling units connected to the System through individual meters, while multi-family customers are connected through a common master meter (e.g., apartments, condominiums, etc.). The table below provides summary customer data for the last five fiscal years. Data relative to metered water indicates usage that fluctuates primarily in relation to the amount of precipitation for the period. It is believed that fiscal years with increased flow are primarily due to the reduced rainfall experienced in Central Florida during those periods. Historical Customers and Flows: Water and Sewer Fiscal Year Water Accounts 2004 05 2005 06 2006 07 2007 08 2008 09 Residential 14,284 15,733 16,394 16,959 17,375 Commercial 921 993 1,069 1,156 1,201 Total 15,205 16,726 17,463 18,115 18,576 Percent Increase 12.1% 10.0% 4.4% 3.70% 2.6% Metered Flow (MGD) 4.900 5.813 6.625 6.298 6.266 Percent Increase (Decrease) 8.0% 18.6% 14.0% (5.0%) (.5%) Fiscal Year Sewer Accounts 2004 05 2005 06 2006 07 2007 08 2008 09 Residential 10,176 11,125 11,554 11,913 12,154 Commercial 883 955 1,031 1,120 1,158 Total 11,059 12,080 12,585 13,033 13,312 Percent Increase 10.8% 9.2% 4.2% 3.6% 2.2% Source: City of Clermont Utilities Department [Remainder of page intentionally left blank] (4410/02/00165114.DOCv10} 32 Historical System Operating Results The historical operating results for the fiscal years ended September 30, 2004 through and including 2008 are included below. 2003 04 2004 05 2005 06 2006 07 2007 08 2008 09~1~ Operating Revenues: $7,173,597 $7,614,948 $8,622,952 $9,744,250 $9,475,706 $9,538,068 Operating Expenses~2~ Personal Services $1,949,192 $2,107,073 $2,310,999 $2,381,053 $2,904,009 $2,841,440 Utilities 585,725 690,068 858,216 972,378 948,819 1,158,000 Dump Fees~3~ 69,335 52,682 61,972 76,370 120,175 140,000 Administrative Expenses 275,482 282,370 289,435 298,120 305,580 676,057 Repair and Maintenance 603,486 983,199 1,144,607 881,753 731,180 476,900 Professional Services 464,057 167,868 152,294 328,331 447,797 201,381 Insurance 119,712 170,877 219,384 198,159 230,688 261,239 Other Expenses 272,970 319,502 419,782 356,829 350,491 844,232 Total Operating Expenses $4,339,959 $4,773,639 $5,456,689 $5,492,993 $6,038,739 $6,599,249 Net Revenues $2,833,638 $2,841,309 $3,166,263 $4,251,257 $3,436,967 $2,938,819 Non-Operating Revenues (499,663) (178,715) 875,448 1,531,485 1,445,462 173,485 (Expenses) Operating Transfer Out 379 836 377 416 463 610 509 440 496 438 44( 0,000) Net Balance $1,954,139 $2,285,178 $3,578,101 $5,273,302 $4,385,991 $2,672,304 Impact Fees~4> $6,939,270 $5,884,218 $6,939,270 $3,675,902 $1,479,537 $1,747,085 ~l> Unaudited figures which are projections. ~z> Excludes depreciation. c3~ Consists of sludge removal fees relating to the sewer system. ~4> Under Florida law, impact fees may only be expended to cover the costs of expansion of the system necessary to service new customers. See "SECURITY AND SOURCES OF PAYMENTS FOR THE BONDS -General" herein. Source: City of Clermont Finance Division Restricted and Unrestricted Reserves The System has cash available from both unrestricted previous earnings and restricted Impact Fees in the approximate amounts of $12,706,821 and $10,456,324, respectively as of September 30, 2009. Of the $12,706,821 in unrestricted previous earnings, $250,000 is reserved for the Renewal and Replacement Fund (which is established pursuant to the Resolution) and approximately $9,385,000 is budgeted for capital improvements in fiscal year 2009-10. Approximately $3,460,000 of the restricted Impact Fees is also budgeted for capital projects in fiscal year 2009-10. {4410/02/00165114. DOCv 10 ~ 33 Rates and Charges General The System's revenue generation provisions for operations consist of a series of user rates, fees, and charges applied uniformly to all customers. These rates, fees, and charges are established by ordinance enacted by City Council, which also provides for adequate collection and enforcement provisions. In addition, City Council has also established uniform and equitable water and wastewater Impact Fees, by ordinance, which provide for the recovery of expansion related costs. The System is considered an enterprise operation by the City and provisions have been established to provide for all facility and operating costs. The City's annual budget process, together with periodic reviews by independent consultants, is used to identify the adequacy of operating revenues to provide for the fiscal requirements of operations. The current sewer rate ordinance contains a provision whereby the sewer rates are adjusted annually for inflation by the Annual Deflator Index as established by the Florida Public Service Commission (FPSC). This is an automatic adjustment unless otherwise modified or deleted through City Council action. The rate structure for the user rates, fees, and charges for both water and sewer services consist of a series of Minimum Monthly Charges and Additional Use/Variable (Volumetric) Rates. The water rate structure provides a tiered volumetric rate that increases with higher usage. T`he sewer rate structure provides for graduated Minimum Monthly Charges pursuant to the size of the customer's connection and a provision limiting the usage amount subject to volumetric rate for residential customers. Water The existing water rates were established by Miscellaneous Ordinance No. 444-M. In summary, water rates consist of a Minimum Charge of $5.48 per month plus an Additional Use Rate (per 1,000 gallons) as follows: 1,000 -10,000 gallons $1.10 11,000 - 20,000 gallons $1.43 21,000 - 30,000 gallons $2.20 over 30,000 gallons $3.00 Customers who reside outside the city limits are charged an additional 25% on both the minimum charge and additional use rate. Sewer The existing sewer rates provide for Minimum Rate of $14.00 per Equivalent Meter Connection (EMC) and a Variable Rate of $1.85 per 1,000 gallons of metered water use. One EMC is equal to a 5/8" x 3/4" water meter. Multi-Family master metered connections utilize the number of dwelling units with a factor of 0.80, which equates to a Minimum Monthly Charge of $11.23 per dwelling unit. EMCs for Single Family and Commercial connections are based on the American Water Works Association (AWWA) equivalency factors associated with meter sizes. The Variable Rate for Single Family customers is capped at 16,000 gallons per month of metered water use and for Multi-Family customers at 13,000 gallons per month of metered water use. There is no cap on usage for Commercial customers. Miscellaneous {4410/02/00165114.DOCv10} 34 Ordinance No. 310-M provides for an automatic annual increase to all sewer rates and charges based upon the FPSC Annual Deflator Index. The FPSC Annual Deflator Index is 2.39 percent and 2.55 percent for fiscal years 2008/2009 and 2009/2010 respectively. The most recent 10-year average of the FPSC Deflator Index is approximately 2.21 percent. Water and Sewer Impact Fees Impact fees are charged to all new connections to the System. These fees are for the purpose of capital recovery and are charged based on the demand characteristics of the connection applying for service. Demand characteristics are identified pursuant to Equivalent Residential Units (ERUs) whereby one ERU is equal to 375 gallons per day (gpd) for water and 250 gpd for wastewater. On November 8, 2005, City Council enacted Ordinance No. 348-C which established the following water and wastewater impact fees shown below. Such Ordinance also has provisions for automatic inflation adjustments based on the Engineering News Record Construction Cost Index, unless otherwise adjusted by the City Council. Current Impact Fees Water per ERU $1,817 Sewer per ERU 3 425 Total 5 242 Under Florida law, impact fees may only be expended to cover the costs of expansion of the system necessary to service new customers. See "SECURITY AND SOURCES OF PAYMENTS FOR THE BONDS -- General" herein. Ten Largest Water Customers Percentage of Customer Usage (gallons) Total~l~ South Lake Hospital, Inc. 28,177,000 1.01% Heritage Hills of Clermont 26,272,000 0.94 Lennar Homes 20,999,000 0.75 Lake County Schools 19,303,000 0.69 KB Homes 15,731,000 0.56 City of Clermont 14,642,000 0.52 Sundance Clermont LLC 9,995,000 0.36 Osprey Ridge Apartments Ltd. 9,808,000 0.35 Westminster Community Care Service 8,628,000 0.31 Emerald Lakes of Clermont 7,727,000 0.28 Total $161,282,000 6.08% ~'~ Percentage of total metered water flow of approximately 2,589,664,000 gallons for the 12-month period ending September 30, 2008. Source: City of Clermont Utilities Department {4410/02/00165114.DOCv10) 35 Ten Largest Sewer Customers Percentage of Customer Usage (,gallons Total~l> South Lake Hospital, Inc. 24,789,000 2.83% Lake County Schools 19,205,000 2.19 Blue Water Express Car Wash 16,342,000 1.86 Gardens at Citrus Tower 11,599,000 1.32 Osprey Ridge Apartments Ltd. 10,731,000 1.22 Westminster Community Care Service 10,078,000 1.15 Heritage Hills of Clermont 9,997,000 1.14 City of Clermont 9,758,000 1.11 Lennar Homes 7,607,000 0.87 King's Ridge 1,970,000 0.22 Total 122,056,000 13.92% ~i~ Percentage of total metered water flow for wastewater billing purposes of approximately 877,105,000 gallons for the 12-month period ending September 30, 2008. Source: City of Clermont Utilities Department Comparison of Monthly Residential Water and Sewer Bills Residential Service fora 5/8" Meter 3,000 7,000 8,000 10,000 Gallons Gallons Gallons Gallons City of Clermont: $28.33 $40.13 $43.08 $48.98 Other Florida Utilities: Apopka $27.17 $39.76 $43.08 $49.72 Eustis 41.27 54.11 57.32 64.60 Leesburg 34.83 44.22 46.60 52.04 Mt. Dora 37.72 51.04 54.40 61.14 Ocoee 36.02 49.83 53.47 60.75 Orange County 33.37 51.85 56.47 65.71 Orlando 32.86 50.28 55.15 64.88 Tavares 41.55 58.71 63.90 74.28 Umatilla 44.16 62.37 67.02 76.70 Winter Garden 28.49 46.45 50.94 59.92 Winter Haven 30.85 51.93 58.61 71.97 Other Florida Utilities' Average $35.30 $50.96 $55.18 $63.80 Source: City of Clermont Finance Division (4410/02/00165114.DOCv10} 36 Amounts shown reflect standard residential rates in effect as of October, 2009 and are exclusive of taxes or franchise fees, if any, and reflect rates charged for service inside the city. All rates are as reported by the respective utility. This comparison is intended to show comparable charges for similar service for comparison purposes only and is not intended to be a complete listing of all rates and charges offered by each listed utility. Comparison of System Impact Fees for One ERU or 5/8" Meter Water Sewer Total City of Clermont: $1,817 $3,425 $5,242 Other Florida Utilities: Apopka (inside city) $2,694 $4,235 $6,929 Apopka (outside city) 3,367 5,294 8,661 Eustis 854 2,668 3,522 Mt. Dora (inside city) 2,160 3,253 5,413 Mt. Dora (outside city) 2,701 4,066 6,767 Ocoee 1,611 4,776 6,387 Orange County 1,950 3,668 5,618 Orlando - 2,538 2,538 Tavares 1,670 3,130 4,800 Winter Garden 1,601 2,505 4,106 Winter Haven (inside city) 848 2,750 3,598 Winter Haven (outside city) 1,058 3,437 4,495 Other Florida Utilities' Average $1,864 $3,526 $5,236 RISK FACTORS The future financial condition of the System could be affected adversely by, among other things, legislation, environmental and other regulatory actions as set forth above, changes in demand for services, economic conditions, demographic changes, and litigation. In addition to those items listed above, some of the possible changes in the future may include, but not be limited to, the following: 1. The City's water and sewer facilities are subject to regulation and control by numerous federal, state and local governmental agencies. Neither the City nor its consultants can predict future policies such agencies may adopt. Future changes could result in the City having to discontinue operations at certain facilities or to make significant capital expenditures and could generate substantial litigation. 2. Estimates of revenues and expenses contained in this Official Statement and the realization of such estimates, are subject to, among other things, future economic conditions, the potential occurrence of natural disasters including hurricanes, or other conditions which are unpredictable and which may adversely affect such revenues and expenses, and in turn, the payment of the Series 2009 Bonds. (4410/02/00165114.DOCv10) 37 INVESTMENT POLICY The City's investment and reporting policy which was approved and adopted by City Council on December 12, 2006, applies to all cash and investments held or controlled by the City, with the exception of Pension Funds, and funds related to the issuance of debt where there are other existing policies or indentures in effect for such funds (referred to herein as "City Funds"). See "SECURITY AND SOURCES OF PAYMENTS FOR THE BONDS -- Investments" herein for a description of permitted investments of Funds and Accounts created by the Resolution. Funds held by state agencies (e.g. Department of Revenue) are not subject to the provisions of such policy. In accordance with the municipal charter of the City, the responsibility for providing oversight and direction in regard to the management of the investment program resides with the City Manager. Daily management responsibility for all City funds in the investment program and investment transactions are delegated to the Administrative Services Director. Securities may only be purchased from financial institutions which are qualified as public depositories by the Treasurer of the State of Florida institutions designated as "Primary Securities Dealers" by the Federal Reserve Bank of New York, or from primary securities dealers as designated by the Federal Reserve Bank of New York. Repurchase agreements can only be entered into with financial institutions that are state qualified public depositories or primary securities dealers as designated by the Federal Reserve Bank of New York. Permitted investment of City Funds include the following: A. The Florida Local Government Surplus Funds Trust Fund (SBA) B. United States Government Securities C. United States Government Agencies D. Federal Instrumentalities (United States Government sponsored agencies) 1. Federal Farm Credit Bank (FFCB) 2. Federal Home Loan Bank or its district banks (FHLB) 3. Federal National Mortgage Association (FNMA) 4. Federal Home Loan Mortgage Corporation (Freddie-Macs) including Federal Home Loan Mortgage Corporation participation certificates 5. Student Loan Marketing Association (Sallie-Mae) E. Interest Bearing Time Deposit or Savings Accounts F. Repurchase Agreements G. Commercial Paper H. Corporate Notes I. Bankers' Acceptances J. State and/or Local Government Taxable and/or Tax-Exempt Debt K. Registered Investment Companies (Mutual Funds) L. Intergovernmental Investment Pool 'The City may revise the aforementioned investment policy from time to time. (4410/02/00165114.DOCv10} 38 LEGAL MATTERS Certain legal matters in connection with the issuance of the Series 2009 Bonds are subject to an approving legal opinion of Foley & Lardner LLP, Jacksonville, Florida, Bond Counsel, whose approving opinion (a form of which is attached hereto as APPENDIX E) will be available at the time of delivery of the Series 2009 Bonds. The actual legal opinion to be delivered may vary from that text if necessary to reflect facts and law on the date of delivery. The opinion will speak only as of its date, and subsequent distribution of it by recirculation of the Official Statement or otherwise shall create no implication that subsequent to the date of the opinion Bond Counsel has reviewed or expresses any opinion concerning any of the matters referenced in the opinion. Certain legal matters will be passed on for the City by Daniel F. Mantzaris, Esq., City Attorney, Orlando, Florida and by Bryant Miller Olive P.A., Tampa, Florida, Disclosure Counsel. LITIGATION [There is no pending or, to the knowledge of the City, any threatened litigation against the City of any nature whatsoever which in any way questions or affects the validity of the Series 2009 Bonds, or any proceedings or transactions relating to their issuance, sale, execution, or delivery, or the adoption of the Resolution, or the pledge of the Pledged Funds. Neither the creation, organization or existence, nor the title of the present members of the City Council, or other officers of the City is being contested. The City experiences routine litigation and claims incidental to the conduct of its affairs. In the opinion of the City Attorney, there are no actions presently pending or threatened, the adverse outcome of which would have a material adverse effect on the availability of the Pledged Funds or the ability of the City to pay the Series 2009 Bonds from the Pledged Funds. From time to time, the City is party to other various legal proceedings which individually are not expected to have a material adverse effect on the operations or financial condition of the City or the System, but may, in the aggregate, have a material impact thereon. However, in the opinion of the City Attorney, the City and/or its insurance carrier will either successfully defend such actions or otherwise resolve such matters without any material adverse consequences.] DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS Pursuant to Section 517.051, Florida Statutes, as amended, no person may directly or indirectly offer or sell securities of the City except by an offering circular containing full and fair disclosure of all defaults as to principal or interest on its obligations since December 31, 1975, as provided by rule of the Office of Financial Regulation which reports to the Florida Financial Services Commission (the "Commission"). Pursuant to administrative rulemaking, the Commission has required the disclosure of the amounts and types of defaults, any legal proceedings resulting from such defaults, whether a trustee or receiver has been appointed over the assets of the City, and certain additional financial information, unless the City believes in good faith that such information would not be considered material by a reasonable investor. The City is not and has not been in default on any bond issued since December 31, 1975 that would be considered material by a reasonable investor. { 4410/02/001651 i 4. DOCv 10 } 39 The City has not undertaken an independent review or investigation of securities for which it has served as conduit issuer. The City does not believe that any information about any default on such securities is appropriate and would be considered material by a reasonable investor in the Series 2009 Bonds because the City would not have been obligated to pay the debt service on any such securities except from payments made to it by the private companies on whose behalf such securities were issued and no funds of the City would have been pledged or used to pay such securities or the interest thereon. TAX EXEMPTION Federal Tax Matters The Internal Revenue Code of 1986, as amended (the "Code"), contains a number of requirements and restrictions which may apply to the Series 2009 Bonds, including investment restrictions, a requirement of periodic payments of arbitrage profits to the United States, requirements regarding the use of bond proceeds and the facilities financed therewith, and certain other matters. The City has covenanted to use its best efforts to comply with all requirements of the Code that must be satisfied in order for the interest on the Series 2009 Bonds to be excluded from gross income for federal income tax purposes. Failure to comply with certain of such requirements could cause interest on the Series 2009 Bonds to be included in gross income retroactive to the date of issuance of the Series 2009 Bonds. Subject to the condition that the City comply with the pertinent requirements of the Code, under existing law, in the opinion of Bond Counsel, interest on the Series 2009 Bonds will be excluded from the gross income of the owners thereof for federal income tax purposes and will not be treated as an item of tax preference in computing the alternative minimum tax for individuals and corporations. Reference is made to a proposed form of the Bond Counsel opinion attached hereto as APPENDIX E for the complete text thereof. In rendering the opinion, Bond Counsel will rely upon certificates of the City with respect to certain material facts relating to the property financed with the proceeds of the Series 2009 Bonds and the application of the proceeds of the Series 2009 Bonds. The Code contains numerous provisions that could affect the economic value of the Series 2009 Bonds to certain owners of the Series 2009 Bonds. The following is a brief summary of some of the significant provisions that may be applicable to particular owners of the Series 2009 Bonds. Prospective owners of the Series 2009 Bonds, however, should consult their own tax advisors with respect to the impact of such provisions on their own tax situations. The Series 2009 Bonds will be "qualified tax-exempt obligations" within the meaning of Section 265(b) of the Code. Interest on indebtedness incurred or continued to purchase or carry the Series 2009 Bonds, or in the case of banks or certain other financial institutions, interest expense allocable to interest on the Series 2009 Bonds, will be deductible for federal income tax purposes. Insurance companies (other than life insurance companies) are required for taxable years beginning after 1986 to reduce the amount of their deductible underwriting losses by 15% of the amount of tax exempt interest received or accrued on certain obligations, including the Series 2009 Bonds, acquired after August 7, 1986. If the amount of this reduction exceeds the amount otherwise deductible as losses incurred, such excess may be includable in income. Life insurance companies are subject to similar {4410/02/00165114.DOCv10} 40 provisions under which taxable income is increased by reason of receipt or accrual of tax exempt interest, such as interest on the Series 2009 Bonds. Interest on the Series 2009 Bonds must be included in the "adjusted current earnings" of corporations (other than S corporations, regulated investment companies, real estate investment trusts and REMICs), and the alternative minimum taxable income of such corporations must be increased by 75% of the excess of adjusted current earnings over alternative minimum taxable income (determined without regard to this adjustment and prior to reduction for certain net operating losses). Certain recipients of social security benefits and railroad retirement benefits are required to include a portion of such benefits in gross income by reason of receipt or accrual of interest on tax exempt obligations, such as the Series 2009 Bonds. For foreign corporations that operate branches in the United States, Section 884 of the Code imposes a branch level tax on certain earnings and profits in tax years beginning after 1986. Interest on tax exempt obligations, such as the Series 2009 Bonds, may be included in the determination of such domestic branches taxable base on which this tax is imposed. Bond Counsel's opinion represents its legal judgment based upon its review of existing law and reliance on the aforementioned information, representations and covenants. Bond Counsel's opinion is not a guarantee of a result. Existing law is subject to change by the Congress and to subsequent judicial and administrative interpretation by the courts and the Department of the Treasury. There can be no assurance that existing law or the interpretation thereof will not be changed in a manner which would adversely affect the tax treatment of the purchase, ownership or disposition of the Series 2009 Bonds. Original Issue Discount The Series 2009 Bonds which mature on December 1, may have an issue price that is less than the amount payable at the maturity of such Series 2009 Bonds (hereinafter called the "Discount Bonds"). Under existing law, the original issue discount in the selling price of the Discount Bonds, to the extent properly allocable to each owner of a Discount Bond, is excluded from gross income for federal income tax purposes to the same extent that any interest payable on such Discount Bond is or would be excluded from gross income for federal income tax purposes. The original issue discount is the excess of the stated redemption price at maturity of such Discount Bond over the initial offering price to the public, excluding underwriters or other intermediaries, at which price a substantial amount of such Discount Bonds were sold (the "issue price"). Under Section 1288 of the Code, original issue discount on tax-exempt obligations accrues on a compound interest basis. The amount of original issue discount that accrues to an owner of a Discount Bond during any accrual period generally equals (i) the issue price of such Discount Bond plus the amount of original issue discount accrued in all prior accrual periods multiplied by (ii) the yield to maturity of such Discount Bond (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of each accrual period), less (iii) any interest payable on such Discount Bond during such accrual period. The amount of original issue discount so accrued in a particular accrual period will be considered to be received ratably on each day of the accrual period, and wiil increase the owner's tax basis in such Discount Bond. The adjusted tax basis in a Discount Bond will be used to determine taxable gain or loss {4410/02/00165114.DOCv10} 41 upon a disposition (e.g., upon a sale, exchange, redemption, or payment at maturity) of such Discount Bond. Owners of Discount Bonds who did not purchase such Discount Bonds in the initial offering at the issue price should consult their own tax advisors with respect to the tax consequences of owning such Discount Bonds. Owners of Discount Bonds should consult their own tax advisors with respect to the state and local tax consequences of the Discount Bonds. It is possible that under the applicable provisions governing the determination of state and local income taxes, accrued original issue discount on the Discount Bonds may be deemed to be received in the year of accrual, even though there will not be a corresponding cash payment until a later year. Original Issue Premium The Series 2009 Bonds which mature on December 1, may have an issue price that is greater than the amount payable at the maturity of such Series 2009 Bonds (hereinafter called the "Premium Bonds"). Any Premium Bond purchased in the initial offering at the issue price will have "amortizable bond premium" within the meaning of Section 171 of the Code. An owner of a Premium Bond that has amortizable bond premium is not allowed any deduction for the amortizable bond premium. During each taxable year, such an owner must reduce his or her tax basis in such Premium Bond by the amount of the amortizable bond premium that is allocable to the portion of such taxable year during which the owner held such Premium Bond. The adjusted tax basis in a Premium Bond will be used to determine taxable gain or loss upon a disposition (e.g., upon a sale, exchange, redemption, or payment at maturity) of such Premium Bond. Owners of Premium Bonds who did not purchase such Premium Bonds in the initial offering at an issue price should consult their own tax advisors with respect to the tax consequences of owning such Premium Bonds. Owners of Premium Bonds should consult their own tax advisors with respect to the state and local tax consequences of the Premium Bonds. RATINGS Standard & Poor's Ratings Services ("S&P") and Fitch Ratings ("Fitch") are expected to assign their municipal bond ratings of "and ," respectively, to the Series 2009 Bonds, with the understanding that upon delivery of such Series 2009 Bonds, the Financial Guaranty Insurance Policy guaranteeing the timely payment of the principal and interest on the Series 2009 Bonds will be issued by the Insurer. In addition, S&P and Fitch have assigned underlying ratings of "and "_," respectively, to the Series 2009 Bonds without giving any regard to the Insurer's Financial Guaranty Insurance Policy. Generally, a rating agency bases its rating on information and materials and on investigations, studies and assumptions furnished to and obtained and made by the rating agency. The rating reflects only the view of said rating agency and an explanation of the rating may be obtained only from said rating agency. There can be no assurance that such rating will continue for any given period of time or will not be revised downward or withdrawn entirely by such rating agency, if in its judgment circumstances so warrant. Any such downward revision or withdrawal of the ratings of the Series 2009 (4410/02/00165114.DOCv10} 42 Bonds may have an adverse effect on the market price of the Series 2009 Bonds. The County undertakes no responsibility to oppose any such revision or withdrawal. An explanation of the significance of the ratings can be received from the following: Moody's Investors Service, 7 World Trade Center, 250 Greenwich Street, 23rd Floor, New York, New York 10007, Standard & Poor's, 55 Water Street, 38th Floor, New York, New York 10041 and Fitch Ratings, One State Street Plaza, New York, New York 10004. FINANCIAL ADVISOR The City has retained Public Financial Management, Inc., Orlando, Florida, as Financial Advisor (the "Financial Advisor") in connection with preparation of the City's plan of financing and with respect to the authorization and issuance of the Series 2009 Bonds. The Financial Advisor is not obligated to undertake and has not undertaken to make, an independent verification or to assume responsibility for the accuracy, completeness or fairness of the information contained in the Official Statement. Public Financial Management, Inc. is a financial advisory and consulting organization and is not engaged in the business of underwriting, marketing or trading of municipal securities or any other negotiable instruments. INDEPENDENT ACCOUNTANTS The Audited Financial Statements of the City as of September 30, 2008, and for the year then ended, have been audited by McDirmit Davis & Company, LLC, Orlando, Florida (the "Independent Certified Public Accountants") as stated in their report included in APPENDIX B attached hereto. UNDERWRITING The Series 2009 Bonds are being purchased by (the "Underwriter") at an aggregate purchase price of $ (which includes an original issue discount of $ and Underwriter's discount of $ ). The Underwriter's obligations are subject to certain conditions precedent, and it will be obligated to purchase all of the Series 2009 Bonds if any Series 2009 Bonds are purchased. The Series 2009 Bonds may be offered and sold to certain dealers (including dealers depositing such Series 2009 Bonds into investment trusts) at prices lower than such public offering prices, and such public offering prices may be changed, from time to time, by the Underwriter. CONTINGENT FEES The City has retained Bond Counsel, the Financial Advisor and Disclosure Counsel, with respect to the authorization, sale, execution and delivery of the Series 2009 Bonds. Payment of the fees of such professionals and a discount to the Underwriter are each contingent upon the issuance of the Series 2009 Bonds. } 4410/02/00155114. DOCv 10 } 43 ENFORCEABILITY OF REMEDIES The remedies available to the owners of the Series 2009 Bonds upon an event of default under the Resolution, the Financial Guaranty Insurance Policy [and the 2009 Reserve Fund Insurance Policy] are in many respects dependent upon judicial actions which. are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, including specifically the Federal Bankruptcy Code, the remedies specified by the Resolution, the Series 2009 Bonds, the Financial Guaranty Insurance Policy [and the 2009 Reserve Fund Insurance Policy] may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2009 Bonds (including Bond Counsel's approving opinion) will be qualified, as to the enforceability of the remedies provided in the various legal instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before of after such delivery. See "APPENDIX C -- Form of the Resolution" attached hereto for a description of events of default and remedies. CONTINUING DISCLOSURE The City has covenanted for the benefit of the Series 2009 Bondholders to provide certain financial information and operating data relating to the City and the Series 2009 Bonds in each year, and to provide notices of the occurrence of certain enumerated material events. The City has agreed to file annual financial information and operating data and the audited financial statements with each entity authorized and approved by the Securities and Exchange Commission (the "SEC") to act as a repository (each a "Repository") for purposes of complying with Rule 15c2-12 adopted by the SEC under the Securities Exchange Act of 1934 (the "Rule"). Effective July 1, 2009, the sole Repository is the Municipal Securities Rulemaking Board. 'The City has agreed to file notices of certain enumerated material events, when and if they occur, with the Repository. The specific nature of the financial information, operating data, and of the type of events which trigger a disclosure obligation, and other details of the undertaking are described in "APPENDIX F - Form of Continuing Disclosure Certificate" attached hereto. The Continuing Disclosure Certificate shall be executed by the City prior to the issuance of the Series 2009 Bonds. These covenants have been made in order to assist the Underwriters in complying with the continuing disclosure requirements of the Rule. With respect to the Series 2009 Bonds, no party other than the City is obligated to provide, nor is expected to provide, any continuing disclosure information with respect to the Rule. The City inadvertently failed to comply with the requirement to timely submit audited financial statements, financial information, operating data and certain other information for the fiscal years ended September 30, 2002 through and including September 30, 2006. Upon realizing the failure to comply, the City reported such circumstance in accordance with the requirements of the Rule, and supplemented its filing on November 7, 2007 and further supplemented its filing on October 15, 2009 to complete said obligation. The City fully anticipates satisfying all future disclosure obligations required pursuant to the Rule. {4410/02/00165114.DOCv10) 44 VERIFICATION OF ARITHMETICAL COMPUTATIONS At the time of the delivery of the Series 2009 Bonds, a professional corporation of independent certified public accountants, will deliver a report on the mathematical accuracy of the computations contained in schedules provided to them and prepared by the Financial Advisor on behalf of the City relating to the sufficiency of the anticipated cash and maturing principal amounts and interest on the Government Obligations to pay, when due, the principal, whether at maturity or upon prior redemption, interest and call premium requirements of the Refunded Bonds. ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT The references, excerpts, and summaries of all documents, statutes, and information concerning the City and certain reports and statistical data referred to herein do not purport to be complete, comprehensive and definitive and each such summary and reference is qualified in its entirety by reference to each such document for full and complete statements of all matters of fact relating to the Series 2009 Bonds, the security for the payment of the Series 2009 Bonds and the rights and obligations of the owners thereof and to each such statute, report or instrument. Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. Neither this Official Statement nor any statement that may have been made verbally or in writing is to be construed as a contract with the owners of the Series 2009 Bonds. The appendices attached hereto are integral parts of this Official Statement and must be read in their entirety together with all foregoing statements. [Remainder of page intentionally left blank] (4410/02/00165114.DOCv10( 45 AUTHORIZATION OF OFFICIAL STATEMENT The execution and delivery of this Official Statement has been duly authorized and approved by the City. At the time of delivery of the Series 2009 Bonds, the City will furnish a certificate to the effect that nothing has come to their attention which would lead them to believe that the Official Statement (other than information herein related to the Insurer, the Financial Guaranty Insurance Policy, DTC, the book-entry only system of registration and the information contained under the caption "TAX EXEMPTION" as to which no opinion shall be expressed), as of its date and as of the date of delivery of the Series 2009 Bonds, contains an untrue statement of a material fact or omits to state a material fact which should be included therein for the purposes for which the Official Statement is intended to be used, or which is necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. CITY OF CLERMONT, FLORIDA B~ ~ -- Y Mayor By: By: City Manager Administrative Services Director (4410/02/00165114.DOCv10) 46 APPENDIX A GENERAL INFORMATION CONCERNING THE CITY The Area The City of Clermont occupies about 14.42 square miles and is located in south Lake County, Florida (the "County"), about 22 miles west of Orlando on Highway 50 in the central highlands region of Florida and is about equal distance from the Atlantic Ocean and the Gulf Coast. The average elevation is 80 feet above sea level with the maximum elevation of up to 307 feet. The area around the City has many miles of lakes and rivers. Lake Griffin provides direct access to the Atlantic Ocean via the St. Johns River. Climate The mean daily high temperature is 82 degrees and the mean low temperature is 60 degrees. Year round temperatures in the area average in the 70's. Average annual yearly rainfall is 49.7 inches. The average relative humidity is 60%. Recreation and Tourism There are many golf courses in and within close proximity to the City. In addition, Clermont is on a chain of 15 lakes. The lakes offer residents the opportunity for excellent fishing, boating, swimming and other water sports including competitive skiing and wakeboarding. Local residents and national and international athletes of all levels can pursue their individual health, wellness and fitness goals. Lake County The County is a noncharter county established in 1887 and located in Central Florida between Orlando and Ocala. The County benefits from a spillover effect being a part of the Orlando Metropolitan Statistical Area (MSA) which is just southeast of the County. The County encompasses 1,163 square miles of land and more than 1,400 recorded lakes, rivers and canals, covering 202 square miles. Interstate 75 connects with State Road 40 to 50, U.S. 441 and 27, and the Florida State Turnpike passes through the County. Within the County's borders are fourteen municipalities. Population The County's population has increased from 203,845 in 1999 to 288,379 in 2008, an increase of 41.5% according to recent statistics from the Florida Statistical Abstract, Bureau of Economic and Business Research, University of Florida. The City's population has increased from 8,861 in 1999 to 23,476 in 2008, an increase of 164.9% according to recent statistics from the Florida Statistical Abstract, Bureau of Economic and Business Research, University of Florida. This compares to a 22.8% increase for Florida and an approximate 9.3% increase for the nation. {4410/02/00165114.DOCv10} A-1 POPULATION TRENDS Annual Average Lake Percentage Year County Annual Average State of Increase Percentage Florida Increase 1999 203,845 4.02% 15,322,040 2.14% 2000 210,528 3.27 15,982,378 4.31 2001 220,323 4.65 16,331,739 2.19 2002 231,072 4.88 16,573,515 1.48 2003 240,716 4.17 16,967,310 2.38 2004 251,878 4.64 17,407,559 2.59 2005 263,017 4.42 17,805,946 2.29 2006 276,783 5.24 18,349,132 3.05 2007 286,499 3.51 18,680,367 1.81 2008 288,379 0.66 18,807,219 0.68 2010* 303,500 5.25 19,308,100 2.67 2015* 347,900 12.00 20,955,900 8.54 2020* 389,500 11.96 22,477,900 7.27 Medium Projections Sources: Florida Statistical Abstract 2008, Bureau of Economic and Business Research, University of Florida and Lake County Planning Department. City of Clermont, Florida Demographic Statistics Last Ten Fiscal Years School Unemployment Fiscal Year Population Enrollment Rate 1999 8,861 3,683 2.7% 2000 9,455 3,841 3.6 2001 10,571 4,500 4.4 2002 13,718 4,616 5.6 2003 15,391 4,630 5.0 2004 17,654 5,219 4.3 2005 20,017 5,165 3.6 2006 21,986 5,375 3.1 2007 22,822 5,411 4.7 2008 23,476 4,208 6.5 Source: City of Clermont Finance Department and the Bureau of Economic and Business Research, University of Florida. {4410/02/00165114.DOCv10} A-2 2007 POPULATION AND PERCENTAGE BY AGE GROUP The April 1, 2007 estimated count by age group follows: Age Lake County Percent State of Florida Percent 0-17 57,624 20.2% 4,179,640 22.4% 18-34 45,579 15.9 3,958,966 21.2 35-54 72,141 25.2 5,185,671 27.8 55-64 38,802 13.6 2,159,907 11.6 65-79 52,401 18.3 2,224,497 11.9 80+ 19,952 7.0 971,686 5.2 TOTALS 286,499 100.0%* 18,680,367 100.0% *May not add correctly because of rounding. Source: Florida Statistical Abstract 2008, Bureau of Econo mic and Business Resea rch, University or Florida. Local and State Taxes Florida has no individual state income tax although a corporate income tax is imposed. Inheritance tax is confined to the amount allowed as a credit to the State from the tax levied by the United States government. The 6% State sales tax applies to all items except food and medicine. An additional 1% sales tax is charged within the County, but is limited to $50 per transaction (1% of $5,000). Under the current Florida Homestead Exemption law, no municipal or county taxes are levied against the first $50,000 of valuation of a home occupied by its owners except for special assessments. See, however, "PROPERTY TAX REFORM" in the body of the Official Statement. It is a state law that all tax appraisals must be at 100% of value. The Board of Commissioners of the County, the School Board of Lake County and the City Council are each limited by the Constitution of Florida to an ad valorem tax levy of 10.0 mills per $1,000 of assessed value for operating expenditures. [Remainder of page intentionally left blank] (4410/02/00165114.DOCv10~ A-3 ~+ d CF C v D 0 C.7 ~ ~ ... "~' O, y ~ ~ ~ v a ~; O a ~ ~ w w V ~ y 4J O ~+ Q O m ~ ~ ~ y ~ v y v E'^ v O R, 04 ~ •~ 0 0 0 0~ oo 0~ o rn ~c~ ~ " 1 4+ ~O N M ao M ~M O d+ ~--~ O ~ p j y . . C tC ~ M O ~ N ~O ao M ~ ~--~ ~ 00 mot! ~ ~ M oo ~ [~ DD M [~ ~ N-+ O ~ ~ ~ O O d1 d\ n n Q Gl ~ ~ 0) ~ _ ~ V N N O N N ~ ~ y N N N N ~ Q 0 0 0 0 0 0 0 0 0 0 ~ O 0 O v ~ ~•' + d O O O ~ 0 0 m ~ M M ~ ~ ~ ~ 00 M O O to O 00 d O d OD M M M .-+ N e-~ N ~ p ~ ~ ~ ~ ! ; U O O O O O O O O O O Q m v a ?~ ~ o o o rn 0~ rn rn a~ ,~ ~ ar ~ ~ ~ O N N N N N ~ ~ ~ ~ p ~ ~) t [) a p N M t[) lf) In ~ In to c!! d! 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L~ L~ L~ L~ ~ n r~-+ ~ 4! v '~ E"' Q ~~"' N M M ch th M c'~ c*M M M w ~ ~ ~ ~ ~ ~ "" ate, 'ts v ,y 'C3 W ~ ~ 00 00 ~ ~ ~ ~ cv) ~ciY ~ 'CS G1 v 'd' 00 .-~ N c*~ ~--~ to O ~ ~ ~ V ~ ~ ~ ~ ~ O~ ~ N r+ to rM L~ N ~O ~ ~ ~ ~ ~ O r-+ O lC) 00 .-a ~ LC) ~ V E-+ tXC ~ ~ O~ ~ I n n N ~--~ O~ d+ ~--i 00 ~ V r-i '-+ N Nom., ~ ..~ d O d ~ ~ ~ .~..~ 'L3 N o0 N O L~ t~ 00 ~ O~ ~M ~ X GJ G1 O to ~--~ ~ d~ 00 .--+ 00 .-+ L~ ~ ~, ~ tC ~ ~~ O~ n W d+ c7 00 ~D cry O ~ ~ ~"' y ,~ s, Q txC ; ~ ~ lfj ~ 0~0 ~ ~ ~ ~ ~ U 4J .~". X O O ai ai m G~1 O~ O ~-+ N M d' t1'3 ~D C~ 00 V O~ 0 0 0 0 0 0 0 0 0 ~" +~+ Gx., ~"' ~ N N NO ON N N N N N O O z 0 U Q +~n g 0 0 d Lake County Schools Within a sixty mile radius the County has six major institutions of higher learning: University of Central Florida, University of Florida, Rollins College, St. Leo College and Stetson University. Lake Sumter Community College, located east of Leesburg, offers two-year associate degrees in the arts, sciences, business and technical subjects. The Lake County School District operates 52 schools: 20 elementary, 10 middle, 7 high, 1 special needs, 5 alternative, and 9 charter schools. For the 2009 school year a total of 40,661 students were enrolled. Medical Facilities The County has four hospitals with a total short-term patient capacity of approximately 683 beds, 26 assisted living facilities with approximately 1,170 private beds, and 12 nursing homes with an approximate total of 1,407 beds. Employment Unemployment Rates Lake County, Florida and the United States Last Ten Years Fiscal Year Coun State National 1999 3.6 3.8 4.0 2000 4.4 4.7 4.7 2001 5.6 5.7 5.8 2002 5.2 5.3 6.0 2003 5.0 5.3 6.0 2004 4.3 4.7 5.5 2005 3.3 3.8 5.1 2006 3.4 3.4 4.6 2007 4.2 4.0 4.6 2008 8.4~1~ 7.6~1> 5.8~~~ ~l> As of August, 2009, according to the Bureau of Labor Statistics, the unemployment rate of the County, the State and nation were approximately 11.8%, 10.7% and 9.7%, respectively. Source: Florida Statistical Abstract 2008, Bureau of Economic and Business Research, University of Florida. [Remainder of page intentionally left blank] {4410/02/OO1b5114.DOCv10} A-6 Economy The services sector of the County's economy is the largest employer in the County. In 2007, over half of the total non-farm employment (77.3%) was in three industry divisions, services (45.5%), retail trade (19.2%) and construction (12.6%). Although recent freezes have severely damaged the local citrus industry, agriculture is also still important to the economy. Employment by Major Industry Group State of Florida and Lake County 2006 and 2007 Agriculture, forestry fishing and hunting Mining Utilities Construction Manufacturing Wholesale Trade Retail Trade Transportation, and warehousing Information Finance and Insurance Real estate and rental and leasing Services Total Industries State of Florida 2006 2007 Ch~n~e Lake County_ 2006 2007 Change 92,660 91,729 (1.01%) 1,976 1,820 (7.90%) 4,533 4,708 3.86 188 N/A -- 24,421 23,674 (3.06) 229 194 (15.30) 634,868 593,344 (6.54) 11,292 8,804 (22.03) 402,365 387,992 (3.57) 4,481 4,126 (7.92) 347,884 357,353 2.72 2,092 1,974 (5.64) 1,007,294 1,008,843 0.15 13,485 13,402 (0.62) 214,239 215,745 0.70 2,289 2,516 9.92 167,348 161,788 (3.32) 1,344 1,349 0.37 365,714 364,622 (0.30) 1,862 1,883 1.13 178,781 173,890 (2.74) 1,751 1,788 2.12 3,446,911 3,487,854 1.19 30,431 31,693 4.15 6,887,014 6,871,543 0.23% 71,417 69,739 (2.35%) Source: Florida Statistical Abstract 2008, Bureau of Economic and Business Research, University of Florida. [Remainder of page intentionally left blank] {4410/02/00165114.DOCv10} A-7 Manufacturing accounts for a small share of the County's economy (5.9%). Listed below are the ten largest industrial employers in the County as of September 30, 2008: Major Employers Lake County, Florida 2008 Number of Employees Lake County Public Schools 4,353 Villages of Lake Sumter 2,220 Leesburg Regional Medical 1,870 Florida Hospital Waterman 1,400 Embarq (formerly Sprint) 811 Casmin Inc. 800 Lake County Government 690 Lake County Sheriff's Department 585 G & T Conveyor Company 550 Bailey Industries 509 Source: Lake County, Florida Comprehensive Annual Report, Fiscal Year ended September 30, 2008. Personal Income The following financial indexes are presented to compare personal income in the County with the State of Florida and the United States. Per Capita Amounts on Place-of-Residence Basis United States, Florida and Lake County Last Five Years (Rounded to dollars) 2002 2003 2004 2005 2006 United States $30,821 $31,504 $33,123 $34,757 36,714 Florida 29,727 30,330 32,618 34,798 36,720 Lake County 25,980 26,628 27,929 28,601 29,815 Source: U.S. Department of Commerce, Bureau of Economic Analysis and Florida Statistical Abstract 2008, Bureau of Economic and Business Research, University of Florida. [4410/02/00165114.DOCv10} A-8 City of Clermont, Florida Largest Employers Fiscal Year ended September 30, 2008 Employer Wal-Mart South Lake Hospital, Inc. Publix Supermarkets Lake County School System Target Corporation Ford of Clermont Winn Dixie City of Clermont Progressive Plumbing Inc. Westminster Care of Clermont Number of Employees 1,930 1,000 777 503 309 300 291 276 220 175 Source: City of Clermont, Florida Comprehensive Annual Financial Report, Fiscal Year ended September 30, 2008. Other Post-Employment Benefit Program In accordance with Section 112.0801, Florida Statutes, because the City provides medical plans to employees of the City and their eligible dependents, the City is required to provide retirees the opportunity to participate in the group employee health plan. Retired employees have the option of continuing the same type of medical, including prescription drug benefits, and dental insurance coverage available to them while they were employed with the City (the "Plan"). T'he City provides other postemployment benefits ("OPEB") for certain of its retired employees in the form of an implicit rate subsidy by providing access to health insurance plans. The cost of the premiums is paid totally by the retirees. As with all governmental entities of similar size providing similar plans, the City will be required to comply with the Governmental Accounting Standards Board's Statement No. 45 -Accounting and Financial Reporting by Employers for Postemployment Benefit Plans other than Pension Plans (GASB 45) no later than its fiscal year ending September 30, 2010. Similar to most other jurisdictions, the City has historically accounted for the annual premiums associated with its Plan as part of its annual budget on a pay as you go basis. GASB 45 applies accounting methodology similar to that used for pension liabilities (GASB 27) to OPEB and attempts to more fully disclose the costs of employment by requiring governmental units to include future OPEB costs in their financial statements. While GASB 45 requires recognition and disclosure of the unfunded OPEB liability, there is no requirement that the liability of such Plan be funded. The City has received an actuary liability report, however the City is not required to implement GASB 45 until September 30, 2010. While the City does not know what its accrued actuarial liability with respect to its Plan will be in the future, at this time the City expects its liabilities under GASB 45 with respect to its Plan will be manageable within its normal budgeting process. The City intends to comply with all of the requirements of GASB 45. {4410/02/00165114.DOCv10} A-9 Property Tax Reform The Florida Legislature recently initiated a substantial review and reform of Florida's property tax structure. During a special legislative session that ended on June 14, 2007, the Florida Legislature adopted Chapter 2007-321, Laws of Florida, a property tax plan which has significantly impacted ad valorem tax collections for Florida local governments. One component of the adopted legislation requires counties, cities and special districts to rollback their millage rates for the 2007-08 fiscal year to a level that, with certain adjustments and exceptions, will generate the same level of ad valorem tax revenue as in fiscal year 2006-07; provided, however, depending upon the relative growth of each local government's own ad valorem tax revenues from 2001 to 2006, such rolled back millage rates will be determined after first reducing 2006-07 ad valorem tax revenues by zero to nine percent (0% to 9%). In addition, the legislation limits how much the aggregate amount of ad valorem tax revenues may increase in future fiscal years. School districts are not required to comply with these particular provisions of the legislation. A local government may override certain portions of these requirements by a supermajority, and for certain requirements, a unanimous vote, and several local governments have done so in their 2008 fiscal year budgets. In addition to the legislative activity described above, the constitutionally mandated Florida Taxation and Budget Reform Commission (required to be convened every 20 years) (the "Commission") completed its meetings on April 25, 2008 and placed several constitutional amendments on the November 4, 2008 General Election ballot. Three of such amendments were approved by the voters of Florida, which will, among other things, do the following: (a) allow the Legislature, by general law, to exempt from assessed value of residential homes, improvements made to protect property from wind damage and installation of a new renewable energy source device; (b) assess specified working waterfront properties based on current use rather than highest and best use; (c) beginning in 2010, provide property tax exemption for real property that is perpetually used for conservation; and, for land not perpetually encumbered, require the Legislature to provide classification and assessment of land use for conservation purposes solely on the basis of character or use. The City's receipt of ad valorem tax revenues has declined by $2,330,815 since the 2006-07 fiscal year. The amount of ad valorem tax revenues received by the City has weakened due to the above- described legislative property tax reform as well as the significant decline in taxable values due to the current economic recession. The 2009-10 budget is based on maintaining the same millage rate ($3.142 per $1,000 of assessed valuation) that has been in effect for the last two fiscal years. In May 2009, the Florida Legislature passed SB 532 which proposes a statewide referendum placed on the November 2010 general election ballot for two measures: (i) an additional homestead exemption for first-time homebuyers; and (ii) a 5% assessment limitation on all commercial and non- homestead, residential property. The additional homestead exemption for first-time homebuyers, which would apply to anyone who has not owned a principal residence in Florida during the previous eight years, provides an exemption of 25% of the just value of the property up to $100,000. The exemption is then reduced each year thereafter by 20% of the difference between the capped value and the just value, whichever is greater, until the assessment on the just value is attained. The first-time homebuyers' exemption, if approved by voters, would be available for properties purchased on or after January 1, 2010 and would take effect on January 1, 2011. The Florida Constitution currently provides a 10% limitation over the prior year's assessment value on all commercial and non-homestead, residential property. Therefore, if approved by voters, the referendum proposed by SB 532 would not allow commercial and non-homestead, residential property to be assessed at a value greater than 105% of the prior year's (4410/02/00165114.DOCv10} A-10 assessed value. The commercial and non-homestead, residential property assessment cap would take effect January 1, 2011. Additionally, the Florida Legislature also adopted HB 833 in May 2009, which provides an additional homestead exemption for deployed military personnel. The exemption would equal the percentage of days during the prior calendar year that the military homeowner was deployed outside of the United States in support of military operations designated by the legislature. This measure also requires approval of Florida voters at the November 2010 General Election. If this measure is approved by the voters, it would take effect January 1, 2011. At the present time, it is impossible to predict the likelihood of SB 532 or HB 833's proposed referenda being approved by Florida voters or, if approved, the impact these measures would have on the City's financial condition. [4410/02/00165114.DOCv10} A-i l APPENDIX F FORM OF CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by City of Clermont, Florida (the "Issuer") in connection with the issuance of its $ Water and Sewer Revenue Refunding Bonds, Series 2009 (the "Series 2009 Bonds"). The Series 2009 Bonds are being issued pursuant and subject to the terms and conditions of Resolution No. 901 adopted by the City Council of the Issuer on February 26, 1996, as amended and restated in its entirety by Resolution No. 901 adopted by the City Council of the Issuer on October 24, 2000, as amended and supplemented from time to time, and as particularly amended and supplemented by Resolution No. adopted by the City Council of the City on , 2009 (collectively, the "Resolution"). The Issuer covenants and agrees as follows: SECTION 1. PURPOSE OF THE DISCLOSURE CERTIFICATE. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the Holders and Beneficial Owners of the Series 2009 Bonds and in order to assist the Participating Underwriter in complying with the continuing disclosure requirements of Securities and Exchange Commission Rule 15c2-12. SECTION 2. DEFINITIONS. In addition to the definitions set forth in the Resolution which apply to any capitalized term used in this Disclosure Certificate, unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. "Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 2009 Bonds (including persons holding Series 2009 Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Series 2009 Bonds for federal income tax purposes. "Dissemination Agent" shall mean the Issuer, or any successor Dissemination Agent, designated in writing by the Issuer, and which has filed with the Issuer a written acceptance of such designation. "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Certificate. "National Repository" shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. The National Repositories currently approved by the Securities and Exchange Commission are set forth in Exhibit B. "Participating Underwriter" shall mean the original underwriter of the Series 2009 Bonds required to comply with the Rule in connection with offering of the Series 2009 Bonds. "Repository" shall mean each entity authorized and approved by the Securities and Exchange Commission to act as a repository for purposes of complying with the Rule. The Repositories currently approved by the Securities and Exchange Commission may be found by visiting the Securities and Exchange Commission's website at htt_p://wwwsec.gov/info/municipal/nrmsir htm. {4410/02/00165144.DOCv7} F-1 "Rule" shall mean the continuing disclosure requirements of Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "State" shall mean the State of Florida. SECTION 3. PROVISION OF ANNUAL REPORTS. (a) The Issuer shall, or shall cause the Dissemination Agent to, not later than Apri130~h, commencing April 30, 2010 with respect to the report for the 2009 fiscal year, provide to any Repository, in the electronic format as required and deemed acceptable by such Repository, and the financial guaranty insurer of the Bonds, if any (the "Insurer") an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date; provided, further, in such event unaudited financial statements are required to be delivered as part of the Annual Report in accordance with Section 4(a) below. If the Issuer's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(c). (b) Not later than fifteen (15) Business Days prior to the date set forth in (a) above, the Issuer shall provide the Annual Report to the Dissemination Agent (if other than the Issuer). If the Issuer is unable to provide to any Repository an Annual Report as required in subsection (a), the Issuer shall send a notice to any Repository, in the electronic format as required and deemed acceptable by any such Repository in substantially the form attached as Exhibit A. (c) The Dissemination Agent shall: (i) determine each year prior to the date for providing the Annual Report the name and address of any Repository and the Insurer; and (ii) if the Dissemination Agent is other than the Issuer, file a report with the Issuer certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, stating the date it was provided and listing any Repository and the Insure to which it was provided. SECTION 4. CONTENT OF ANNUAL REPORTS. The Issuer's Annual Report shall contain or include by reference the following: (a) the audited financial statements of the Issuer for the prior fiscal year, prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the Issuer's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement dated 2009 (the "Official Statement"), and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. {4410/02/00165144.DOCv7} F-2 (b) updates of information set forth in the Official Statement which are included in tabular form under the heading "THE SYSTEM:" 1. Historical Customers and Flows Water and Sewer; 2. Historical System Operating Results and Debt Service Coverage; 3. Ten Largest Water Customers; and 4. Ten Largest Sewer Customers. The information provided under Section 4(b) may be included by specific reference to other documents, including official statements of debt issues of the Issuer or related public entities, which are available to the public on the Repository's Internet Website or filed with the Securities and Exchange Commission. The Issuer shall clearly identify each such other document so included by reference. SECTION 5. REPORTING OF SIGNIFICANT EVENTS. (a) Pursuant to the provisions of this Section 5, the Issuer shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Series 2009 Bonds, if material: 1. principal and interest payment delinquencies; 2. non-payment related defaults; 3. unscheduled draws on the debt service reserves reflecting financial difficulties; 4. unscheduled draws on credit enhancements reflecting financial difficulties; 5. substitution of credit or liquidity providers, or their failure to perform; 6. adverse tax opinions or events affecting the tax-exempt status of the Series 2009 Bonds; 7. modifications to rights of the holders of the Series 2009 Bonds; 8. Bond calls (other than scheduled mandatory redemption); 9. defeasances; 10. release, substitution, or sale of property securing repayment of the Series 2009 Bonds; 11. ratings changes; and 12. notice of any failure on the part of the Issuer to meet the requirements of Section 3 hereof. (b) Whenever the Issuer obtains knowledge of the occurrence of a Listed Event, the Issuer shall promptly, determine if such event would be material under applicable federal securities laws; provided, however, that any event under clauses 1, 3, 4, 5, 6, and 11 above shall always be deemed to be material. (c) If the Issuer determines that knowledge of the occurrence of a Listed Event would be material under applicable federal securities laws, the Issuer shall promptly file a notice of such occurrence with (i) any Repository, in the electronic format as required and deemed acceptable by any such Repository, and (ii) the Insurer. SECTION 6. IDENTIFYING INFORMATION. In accordance with the Rule, all disclosure filings submitted in pursuant to this Disclosure Certificate to any Repository must be accompanied by (4410/02/00165144.DOCv7} F-3 identifying information as prescribed by the Repository. Such information may include, but not be limited to: (a) the category of information being provided; (b) the period covered by any annual financial information, financial statement or other financial information or operation data; (c) the issues or specific securities to which such documents are related (including CUSIPs, issuer name, state, issue description/securities name, dated date, maturity date, and/or coupon rate); (d) the name of any obligated person other than the Issuer; (e) the name and date of the document being submitted; and (f) contact information for the submitter. SECTION 7. TERMINATION OF REPORTING OBLIGATION. The Issuer's obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Series 2009 Bonds or if the Rule is repealed or no longer in effect. If such termination occurs prior to the final maturity of the Series 2009 Bonds, the Issuer shall give notice of such termination in the same manner as for a Listed Event under Section 5(c). SECTION 8. DISSEMINATION AGENT. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Issuer pursuant to this Disclosure Certificate. The initial Dissemination Agent shall be the Issuer. SECTION 9. AMENDMENT; WAIVER. Notwithstanding any other provision of this Disclosure Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of the Issuer, or the type of business conducted; (b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Series 2009 Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either (i) is approved by the holders or Beneficial owners of the Series 2009 Bonds in the same manner as provided in the Resolution for amendments to the Resolution with the consent of holders or Beneficial Owners, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holders or Beneficial Owners of the Series 2009 Bonds. (4410/02/00165144.DOCv7} F-4 Notwithstanding the foregoing, the Issuer shall have the right to adopt amendments to this Disclosure Certificate necessary to comply with modifications to and interpretations of the provisions of the Rule as announced by the Securities and Exchange Commission from time to time. In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Issuer shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(c), and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. SECTION 10. ADDITIONAL INFORMATION. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemina- tion set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Issuer shall have no obligation under this Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. SECTION 11. DEFAULT. In the event of a failure of the Issuer to comply with any provision of this Disclosure Certificate, any holder or Beneficial Owner of the Series 2009 Bonds may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Issuer to comply with its obligations under this Disclosure Certificate; provided, however, the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply with the provisions of this Disclosure Certificate shall be an action to compel performance. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Resolution. SECTION 12. DUTIES, IMMUNITIES AND LIABILITIES OF DISSEMINATION AGENT. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the Issuer agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Series 2009 Bonds. {4410/02/00165144.DOCd7} F-5 SECTION 12. BENEFICIARIES. This Disclosure Certificate shall inure solely to the benefit of the Issuer, the Dissemination Agent, the Participating Underwriter and holders and Beneficial Owners from time to time of the Series 2009 Bonds, and shall create no rights in any other person or entity. Dated as of , 2009. [SEAL] CITY OF CLERMONT, FLORIDA Y ~ ~, ~~-~ By. - Mayor Attest: City Clerk APPROVED AS TO FORM: City Attorney (4410/02/00165144.DOCv7} F-6 EXHIBIT A NOTICE OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: City of Clermont. Florida Name of Bond Issue: Water and Sewer Revenue Refunding Bonds, Series 2009 (the "Series 2009 Bonds") Date of Issuance: 2009 NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above-named Bonds as required by Section 3 of the Continuing Disclosure Certificate dated as of 2009. The Issuer anticipates that the Annual Report will be filed by Dated: CITY OF CLERMONT, FLORIDA By: {4410/02/00165144.DOCv7{ F-7 F&L Draff of 11 /02/09 REGISTRAR AND PAYING AGENCY AGREEMENT Between CITY OF CLERMONT, FLORIDA And U.S. BANK NATIONAL ASSOCIATION Pertaining to City of Clermont, Florida Water and Sewer Revenue Refunding Bonds, Series 2009 Dated as of , 2009 JACK 732160.3 TABLE OF CONTENTS ARTICLE PAGE Recitals ............................................................................................................................................... l Article One Appointment Of Bank As Registrar And Paying Agent Section 1.01. Appointment ............................................................................................... 1 Section 1.02. Compensation ............................................................................................. 1 Article Two Definitions Section 2.01. Definitions ................................................................................................... 2 Article Three Paying Agent Section 3.01. Duties of Paying Agent ............................................................................... 3 Section 3.02. Payment Dates ............................................................................................ 4 Article Four Registrar Section 4.01. Transfer and Exchange ............................................................................... 4 Section 4.02. The Bonds ................................................................................................... 4 Section 4.03. Form of Register ......................................................................................... 5 Section 4.04. List of Owners ............................................................................................. 5 Section 4.05. Cancellation of Bonds ................................................................................. 5 Section 4.06. Mutilated, Destroyed, Lost, or Stolen Bonds .............................................. 5 Section 4.07. Transaction Information to Issuer ............................................................... 6 Article Five The Bank Section 5.01. Duties of Bank ............................................................................................ 6 Section 5.02. Reliance on Documents, etc ........................................................................ 7 Section 5.03. Recitals of Issuer ......................................................................................... 7 i JACK_732160.3 Section 5.04. May Hold Bonds ......................................................................................... 8 Section 5.05. Money Held by Bank .................................................................................. 8 Section 5.06. Mergers of Consolidations .......................................................................... 8 Section 5.07. Indemnification ........................................................................................... 8 Section 5.08. Interpleader ................................................................................................. 9 Article Six Miscellaneous Provisions Section 6.01. Amendment ................................................................................................. 9 Section 6.02. Assignment ................................................................................................. 9 Section 6.03. Notices ........................................................................................................ 9 Section 6.04. Effect of Headings ...................................................................................... 9 Section 6.05. Successors and Assigns ............................................................................. 10 Section 6.06. Severability ............................................................................................... 10 Section 6.07. Benefits of Agreement .............................................................................. 10 Section 6.08. Entire Agreement ...................................................................................... 10 Section 6.09. Counterparts .............................................................................................. 10 Section 6.10. Termination ............................................................................................... 10 Section 6.11. Governing Law ......................................................................................... 11 A T1T1L'T~TTI A Annex A ii JACK_732160.3 REGISTRAR AND PAYING AGENCY AGREEMENT THIS REGISTRAR AND PAYING AGENCY AGREEMENT (the or this "Agreement") is by and between the CITY OF CLERMONT, FLORIDA (the "Issuer") and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, having its designated corporate trust office in Miami, Florida (the "Bank"). WHEREAS, the Issuer has duly authorized and provided for the issuance of its Water and Sewer Revenue Refunding Bonds, Series 2009 (the "Bonds"), in an original aggregate principal amount of $ to be issued as registered securities without coupons; WHEREAS, all things necessary to make the Bonds the valid obligations of the Issuer, in accordance with their terms, will be taken upon the issuance and delivery thereof; WHEREAS, the Issuer is desirous that the Bank act as the Paying Agent of the Issuer in paying the principal, redemption premium, if any, and interest on the Bonds, in accordance with the terms thereof, and that the Bank act as Registrar for the Bonds; WHEREAS, the Issuer has duly authorized the execution and delivery of this Agreement, and all things necessary to make this Agreement the valid agreement of the Issuer, in accordance with its terms, have been done; NOW, THEREFORE, it is mutually agreed to the following terms: ARTICLE ONE APPOINTMENT OF BANK AS REGISTRAR AND PAYING AGENT Section 1.01. Appointment. (a) The Issuer hereby appoints the Bank to act as Paying Agent with respect to the Bonds, in paying to the Owners of the Bonds the principal, redemption premium, if any, and interest on all or any of the Bonds. (b) The Issuer hereby appoints the Bank as Registrar with respect to the Bonds. (c) The Bank hereby accepts its appointment and agrees to act as the Paying Agent and Registrar. Section 1.02. Compensation. As compensation for Bank's services as Registrar and Paying Agent, the Issuer agrees to pay the Bank the fees and amounts set forth in Annex A hereto for the first year of this agreement and thereafter while this Agreement is in effect, the fees and amounts set forth in the JACK_732160.3 Bank's current fee schedule then in effect for services as Registrar and Paying Agent for municipalities. Issuer agrees to reimburse the Bank for any reasonable expenses disbursements and advances incurred or made by the Bank in accordance with any of the provisions hereof (including the reasonable compensation and the expenses and disbursements of its agent and counsel). Such fees and expenses shall be paid to the Bank as billed. ARTICLE TWO DEFINITIONS Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, the following terms have the following meanings when used in this Agreement: "Bank" means U.S. Bank National Association, Jacksonville, Florida. "Bank Office" means the principal corporate trust office of the Bank located at Jacksonville, Florida. The Bank will notify the Issuer in writing of any change in location of the Bank Office. "Bond" or "Bonds" mean any or all of the Issuer's Water and Sewer Revenue Refunding Bonds, Series 2009, dated as of , 2009, and authorized in the original aggregate principal amount of $ "Bond Resolution" means the resolution, order or ordinance of the governing body of the Issuer pursuant to which the Bonds are issued, certified by any officer of the Issuer and delivered to the Bank. "Fiscal Year" means the 12 month period ending September 30th of each year. "Issuer" means the City of Clermont, Florida. "Issuer Request" and "Issuer Order" means a written request or order signed in the name of the Issuer by the President or any other authorized representative of the Issuer and delivered to the Bank. "Legal Holiday" means a day on which the Bank is required or authorized to be closed. "Owner" means the Person in whose name a Bond is registered in the Register. "Paying Agent" means the Bank when it is performing the functions associated with the terms in this Agreement. "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision of a government. 2 JACK_732160.3 "Predecessor Bonds" of any particular Bond means every previous Bond evidencing all or a portion of the same obligation as that evidenced by such particular Bond (and, for the purposes of this definition, any Bond registered and delivered under Section 4.06 in lieu of a mutilated, lost, destroyed or stolen Bond shall be deemed to evidence the same obligation as the mutilated, lost, destroyed or stolen Bond). "Register" means a register in which the Issuer shall provide for the registration and transfer of Bonds. "Responsible Officer" when used with respect to the Bank means the President or Vice President of the Board of Directors, the Chairman or Vice Chairman of the Executive Committee of the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or Assistant Trust Officer, or any other officer of the Bank customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. "State" means the State of Florida. "Stated Maturity" means the date specified in the bond Resolution as the fixed date on which the principal of the Bond is due and payable or the date fixed in accordance with the terms of the Bond Resolution for redemption of the Bonds, or any portion thereof, prior to the fixed maturity date. ARTICLE THREE PAYING AGENT Section 3.01. Duties of Paving Agent. (a) The Bank, as Paying Agent and on behalf of the Issuer, shall pay to the Owner, at the Stated Maturity and upon the surrender of the Bond or Bonds so maturing at the Bank Office, the principal amount of the Bond or Bonds then maturing, provided that the Bank shall have been provided by or on behalf of the Issuer adequate collected funds to make such payment. (b) The Bank, as Paying Agent and on behalf of the Issuer, shall pay interest when due on the Bonds to each Owner of the Bonds (or their Predecessor Bonds) as shown in the Register at the close of business on the Record Date, provided that the Bank shall have been provided by or on behalf of the Issuer adequate collected funds to make such payments; such payments shall be made by computing the amount of interest to be paid each Owner, preparing the checks, and mailing the checks on each interest payment date addressed to each Owner's address as it appears on the Register. (c) In the case of registered Owner of $1,000,000 or more of Bonds, the payments to be made to such Owner may be by wire transfer to a domestic bank account specified in writing by such registered Owner. 3 JACK_732160.3 Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal of, premium, if any, and interest on the Bonds at the dates specified in the Bond Resolution. ARTICLE FOUR REGISTRAR Section 4.01. Transfer and Exchange. (a) The Issuer shall keep the Register at the Bank Office, and subject to such reasonable written regulations as the Issuer may prescribe, which regulations shall be furnished the Bank herewith or subsequent hereto by Issuer Order, the Issuer shall provide for the registration and transfer of the Bonds. The Bank is hereby appointed "Registrar" for the purpose of registering and transferring the Bonds as herein provided. The Bank agrees to maintain the Register while it is Registrar. (b) The Registrar hereby agrees that at any time while any Bond is outstanding, the Owner may deliver such Bond to the Registrar for transfer or exchange, accompanied by instructions from the Owner, or the duly authorized designee of the Owner, designating the persons, the maturities, and the principal amounts to and in which such Bond is to be transferred and the addresses of such persons; the Registrar shall thereupon, within not more than three (3) business days, register and deliver such Bond or Bonds as provided in such instructions. The provisions of the Bond Resolution shall control the procedures for transfer or exchange set forth herein to the extent such procedures are in conflict with the provisions of the Bond Resolution. (c) Every Bond surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfers, in form satisfactory to the Bank, duly executed by the Owner thereof or his attorney duly authorized in writing. (d) The Registrar may request any supporting documentation necessary to effect a re- registration. (e) No service charge shall be made to the Owner for any registration, transfer, or exchange of Bond, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Bonds. Section 4.02. The Bonds. The Issuer shall provide an adequate inventory of unregistered Bonds to facilitate transfers. The Bank covenants that it will maintain the unregistered Bonds in safekeeping, which shall be not less than the care it maintains for debt securities of other governments or corporations for which it serves as registrar, or which it maintains for its own securities. 4 JACK_732160.3 Section 4.03. Form of Register. The Bank as registrar will maintain the records of the Register in accordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain such Register in any form other than a form which the Bank has currently available and currently utilizes at the time. Section 4.04. List of Owners. (a) The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the cost, if any, of reproduction, a copy of the information contained in the Register. The Issuer may also inspect the information in the Register at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information into written form. (b) The Bank will not release or disclose the content of the Register to any person other than to, an authorized officer or employee of the Issuer, except upon receipt of a subpoena or court order. Upon receipt of a subpoena or court order and as permitted by law, the Bank will notify the Issuer so that the Issuer may contest the subpoena or court order. Section 4.05. Cancellation of Bonds. All Bonds surrendered for payment, redemption, transfer, exchange, or replacement, if surrendered to the Bank, shall be promptly canceled by it and, if surrendered to the Issuer, shall be delivered to the Bank and, if not already canceled, shall be promptly canceled by the Bank. The Issuer may at any time deliver to the Bank for cancellation any Bonds previously certified or registered and delivered which the Issuer may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Bank. All canceled Bonds held by the Bank shall be disposed of by the Bank as directed by the Issuer. The Bank will surrender to the Issuer, at such reasonable intervals as it determines, certificates of destruction, in lieu of which or in exchange for which other bonds have been issued or which have been paid. Section 4.06. Mutilated, Destroyed, Lost, or Stolen Bonds. (a) Subject to the provisions of this Section 4.06, the Issuer hereby instructs the Bank to deliver fully registered Bonds in exchange for or in lieu of mutilated, destroyed, lost or stolen Bonds as long as the same does not result in an overissuance, all in conformance with the requirements of the Resolution. (b) If (i) any mutilated Bond is surrendered to the Bank, or the Issuer and the Bank receives evidence to their satisfaction of the destruction, loss, or theft of any Bond, and (ii) there is delivered to the Issuer and the Bank such security or indemnity as may be required by the Bank to save and hold each of them harmless, then, in the absence of notice to the Issuer or the Bank that such Bond has been acquired by a bona fide purchaser, the Issuer shall execute and upon its request the Bank shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same stated maturity and of like tenor and principal amount bearing a number not contemporaneously outstanding. 5 JACK_732160.3 (c) Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Bond shall constitute a replacement of the prior obligation of the Issuer, whether or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the benefits of the Bond Resolution equally and ratably with all other outstanding Bonds. (d) Upon the satisfaction of the Bank and the Issuer that a Bond has been mutilated, destroyed, lost or stolen, and upon receipt by the Bank and the Issuer of such indemnity or security as they may require, the Bank shall cancel the Bond number on the Bond registered with a notation in the Register that said Bond has been mutilated, destroyed, lost or stolen, and a new Bond shall be issued of the same series and of like tenor and principal amount bearing a number, according to the Register not contemporaneously outstanding. (e) The Bank may charge the Owner the Bank's fees and expenses in connection with issuing a new Bond in lieu of or exchange for a mutilated, destroyed, lost or stolen Bond. (f) The Issuer hereby accepts the Bank's current blanket bond for lost, stolen, or destroyed bonds and any future substitute blanket bond for lost, stolen, or destroyed Bonds that the Bank may arrange, and agrees that the coverage under any such blanket bond is acceptable to it and meets the Issuer's requirements as to security or indemnity. The Bank need not notify the Issuer of any changes in the security or other company giving such bond or the terms of any such bond, provided that the amount of such bond is not reduced below the amount of the bond on the date of execution of this Agreement. The blanket bond then utilized by the Bank for lost, stolen or destroyed Bonds by the Bank is available for inspection by the Issuer on request. Section 4.07. Transaction Information to Issuer. The Bank will, within a reasonable time after receipt of written request from the Issuer, furnish the Issuer information as to the Bonds it has paid pursuant to Section 3.01, Bonds it has delivered upon the transfer or exchange of any Bonds pursuant to Section 4.01, and Bonds it has delivered in exchange for or in lieu of mutilated, destroyed, lost or stolen Bonds pursuant to Section 4.06. ARTICLE FIVE THE BANK Section 5.01. Duties of Bank. The Bank undertakes to perform the duties set forth herein and in accordance with the Bond Resolution and agrees to use reasonable care in the performance thereof. The Bank hereby agrees to use the funds deposited with it for payment of the principal of, redemption premium, if any, and interest on the Bonds to pay the Bonds as the same shall become due and further agrees to establish and maintain all accounts and funds as may be required for the Bank to function as Paying Agent. 6 JACK_732160.3 Section 5.02. Reliance on Documents, etc. (a) The Bank may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank. (b) The Bank shall not be liable for any error of judgment or any act or steps taken or permitted to be taken in good faith, or for any mistake in law or fact, or for anything it may do or refrain from doing in connection herewith, except for its own willful misconduct or gross negligence. (c) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to it. (d) The Bank may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, certificate, note, security, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Without limiting the generality of the foregoing statement, the Bank need not examine the ownership of any Bonds, but is protected in acting upon receipt of Bonds containing an endorsement or instruction of transfer or power of transfer which appears on its face to be signed by the Owner or an attorney- in-fact of the Owner. The Bank shall not be bound to make any investigation into the facts or matters stated in a resolution, certificate, statement, instrument, opinion, report, notice, direction, consent, order, certificate, note, security paper or document supplied by Issuer. (e) The Bank may exercise any of the powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys of the Bank. (f) The Bank may consult with counsel, and the advice of such counsel or any opinion of counsel shall be full and complete authorization and protection with respect to any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon. Section 5.03. Recitals of Issuer. (a) The recitals contained herein, in the Bond Resolution and in the Bonds shall be taken as the statements of the Issuer, and the Bank assumes no responsibility for their correctness. (b) The Bank shall in no event be liable to the Issuer, any Owner or Owners or any other Person for any amount due on any Bond. 7 JACK 732160.3 Section 5.04. May Hold Bonds. The Bank, in its individual or any other capacity, may become the owner or pledgee of Bonds and may otherwise deal with the Issuer with the same rights it would have if it were not the Paying Agent/Registrar, or any other agent. Section 5.05. Money Held by Bank. (a) Money held by the Bank hereunder need not be segregated from any other funds provided appropriate accounts are maintained. (b) The Bank shall be under no liability for interest on any money received by it hereunder. (c) Any money deposited with the Bank for the payment of the principal, redemption premium, if any, or interest on any Bond and remaining unclaimed for five years after the date on which such Bonds have become payable shall be treated as abandoned property pursuant to the provisions of the State and the Bank shall report and remit this property to the State escheat fund, and thereafter the Owner shall look only to the State escheat fund for payment and then only to the extent of the amounts so received, without any interest thereon and the Bank and Issuer shall have no responsibility with respect to such money. Section 5.06. Mergers of Consolidations. Any corporation into which the Bank, or any successor to it in the trusts created by this Agreement, may be merged or converted or with which it or any successor to it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, or any corporation resulting from any merger, conversion, consolidation or tax-free reorganization to which the Bank or any successor to it shall be a party shall be the successor Bank under this Agreement without the execution or filing of any paper or any other act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Section 5.07. Indemnification. To the extent permitted by law, the Issuer hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated) to indemnify, protect, save and keep harmless the Bank and its respective successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and disbursements), which may be imposed on, incurred by, or asserted against, at any time, the Bank and in any way relating to or arising out of the execution and delivery of this Agreement, the acceptance of the funds and securities deposited hereunder, and any payment, transfer or other application of funds and securities by the Bank in accordance with the provisions of this Agreement; or any other duties of the Bank hereunder; provided, however, that the Issuer shall not be required to indemnify the Bank against its own gross negligence or willful misconduct. In no event shall the Issuer be liable to any person by reason of the transactions contemplated 8 JACK_732160.3 hereby other than to the Bank as set forth in this Section. The indemnities contained in this Section shall survive the termination of this Agreement. Section 5.08. Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its persons as well as funds on deposit, waive personal service of any process, and agree that service of process by certified or registered mail, return receipt requested, to the address set forth in Section 6.03 hereof shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction to determine the rights of any person claiming any interest herein. ARTICLE SIX MISCELLANEOUS PROVISIONS Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereof. Section 6.02. Assi nment. This Agreement may not be assigned by either party without the prior written consent of the other. Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed first class postage prepaid or hand delivered to the Issuer or the Bank, or sent by facsimile transmission if confirmed in writing and sent as specified above, respectively, at the addresses shown below: (a) if to the Issuer: City of Clermont, Florida 685 W. Montrose Street, 3rd Floor Clermont, Florida 34712 Attention: City Clerk (b) if to the Bank: U.S. Bank National Association Mail Code: EX-FL-WWSJ 225 Water Street, 7th Floor Jacksonville, Florida 32202 Attention: Corporate Trust Services Section 6.04. Effect of Headinss. 9 JACK_732160.3 The Article and Section headings herein are for convenience only and shall not affect the construction hereof. Section 6.05. Successors and Assigns. All covenants and agreements herein by the Issuer shall bind its successors and assigns whether so expressed or not. Section 6.06. Severability. In case any provision herein shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 6.07. Benefits of Agreement. Nothing herein, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy or claim hereunder. Section 6.08. Entire Agreement. This Agreement and the Bond Resolution constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent/Registrar and if any conflict exists between this Agreement and the Bond Resolution, the Bond Resolution shall govern. Section 6.09. Countemarts. This Agreement may be executed in any number of counterparts, each which shall be deemed an original and all of which shall constitute one and the same Agreement. Section 6.10. Termination. (a) This Agreement will terminate on the date of final payment by the Bank issuing its checks for the final payment of principal and interest of the Bonds. (b) This Agreement may be earlier terminated with or without cause upon 60 days written notice by either party. Upon such termination, the Issuer reserves the right to appoint a successor Paying Agent and Registrar. If such appointment is not made within sixty (60) days from the date of written notice, the Bank shall deliver all records and any unclaimed funds to the Issuer. However, the Bank is entitled to payment of all outstanding fees and expenses before delivering records to the Issuer. In the event this Agreement is terminated by giving written notice, then the Bank agrees, upon request by the Issuer, to give notice by first-class mail to all registered holders of the name and address of the successor Paying Agent and Registrar. Expenses for such notice shall be paid by the Issuer. Any successor Registrar and Paying Agent appointed by the Issuer shall be either a national or a state banking institution, and shall be a corporation organized and doing business 10 JACK_732160.3 under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers, subject to supervision or examination by federal or state authority, and registered with the Securities and Exchange Commission. (c) The provision of section 1.02 and of Article Five shall survive, and remain in full force and effect following the termination of this Agreement. Section 6.11. Governing Law. State. This Agreement shall be construed in accordance with and governed by the laws of the IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day of , 2009. [SEAL] CITY OF ERMONT, FLORIDA ;- Harold S. Turville, Jr., Mayor Attest: Tracy Ackroyd, City Clerk Attest: U.S. BANK NATIONAL ASSOCIATION, as Registrar and Paying Agent Title: Title: 11 JACK_732160.3 ANNEX A Fee for services as Registrar and Paying Agent will be $ per year payable annually in advance . Out-of-pocket expenses will be reimbursed but shall not exceed reasonable amounts. JACK_732160.3 F&L Draft of 11 /02/09 ESCROW DEPOSIT AGREEMENT In consideration of the facts hereinafter recited and of the mutual covenants and agreements herein contained, the CITY OF CLERMONT, FLORIDA, a municipality created and existing under the laws of the State of Florida (the "Issuer"), and U.S. BANK NATIONAL ASSOCIATION, Miami, Florida, a national banking association organized and existing under the laws of the United States of America, as Escrow Holder (the "Escrow Holder"), do hereby agree as follows: 1. Definitions. Terms used herein shall have the respective meanings assigned in and by the Resolution hereinafter defined, and the following terms which are not defined in the Resolution shall have the following meanings, unless the text clearly otherwise requires: "Aggregate Debt Service" shall mean, as of any particular date, the amount required to redeem all Refunded Obligations on the Redemption Date at a redemption price of 100% (expressed as a percentage of the principal amount of the Refunded Obligations to be redeemed), plus accrued interest to the Redemption Date. Aggregate Debt Service as of the date of the delivery of this Agreement is set forth in the Verification Report. "Agreement" shall mean this Escrow Deposit Agreement. "Escrow Account" shall mean the Escrow Account created pursuant to the provisions of Section 3 of this Agreement. "Escrow Requirement" shall mean, as of any particular date, the sum of an amount in cash in the Escrow Account and the principal amount of the Federal Securities held by the Escrow Holder pursuant to Section 4 hereof which, together with the interest which shall thereafter become payable on the Federal Securities, will be sufficient to pay Aggregate Debt Service, on the Redemption Date. "Federal Securities" shall mean direct obligations of the United States of America, none of which permit redemption prior to maturity at the option of the obligor, which obligations are set forth in the Verification Report, and such other obligations as may be purchased in accordance with Section 8 hereof. "Redemption Date" shall mean , 2010. "Refunded Obligations" shall mean the Issuer's outstanding Water and Sewer Revenue and Refunding Bonds, Series 2000. "Resolution" shall mean Resolution No. 1162 adopted by the Issuer on October 24, 2000, which provided for the issuance of the Refunded Obligations and amended and restated in its entirety Resolution No. 901 adopted by the Issuer on February 27, 1996, all as amended and supplemented, particularly as amended and supplemented by Resolution No. _ adopted by the Issuer on , 2009, which provided for the issuance of the Series 2009 Bonds and the refunding of the Refunded Obligations. JACK_623199.5 "Series 2009 Bonds" shall mean the Issuer's Water and Sewer Revenue Refunding Bonds, Series 2009, authorized pursuant to the Resolution. "Verification Report" shall mean the Verification Report dated , 2009, issued by Causey Demgen & Moore, Inc., independent certified public accountants, in connection with the issuance of the Series 2009 Bonds, a copy of which is attached hereto as Exhibit A and incorporated herein by reference. 2. Recitals. a. The Issuer adopted the Resolution for the purpose of authorizing the issuance of the Series 2009 Bonds for the purpose of financing the cost of refunding the Refunded Obligations. b. The Resolution authorized the Issuer to enter into this Agreement for the purposes expressed therein and herein, and all acts and things have been done and performed to make this Agreement valid and binding for the security of the Refunded Obligations. c. The Escrow Holder has the powers and authority of a trust company under the laws of the United States of America and, accordingly, the power to execute the trust hereby created. d. This Agreement provides for the redemption of all outstanding Refunded Obligations on the Redemption Date. 3. Deposit of Funds. There is hereby created and established with the Escrow Holder a special account to be known as the "Escrow Account." Simultaneously with the execution and delivery of this Agreement, the Issuer has deposited with the Escrow Holder, for deposit by the Escrow Holder to the Escrow Account, a portion of the proceeds of the Series 2009 Bonds in the amount of $ ,together with $ heretofore held by the Issuer for the payment of the principal of and interest on the Refunded Obligations, totaling $ After such funds are invested to the extent required to purchase the Federal Securities, the uninvested portion of such funds and the principal amount of such Federal Securities and the interest to become due thereon will equal or exceed the Escrow Requirement as of the date of the delivery of this Agreement. Such Federal Securities shall mature and such interest shall be payable on or before the funds represented thereby shall be required for timely payment of the principal of and interest on the Refunded Obligations as the same shall become due and payable in accordance with their terms as described in the Verification Report. The Escrow Holder shall hold the Escrow Account as a separate trust account wholly segregated from all other funds held by the Escrow Holder in any capacity and shall make disbursements from the Escrow Account only in accordance with the provisions of this Agreement. The Federal Securities described in the Verification Report shall not be sold or otherwise disposed of or reinvested except as provided in Sections 4 and 8 hereof. The owners of the Refunded Obligations are hereby granted a first and prior lien on the principal of and interest on such Federal Securities until the same shall be used and applied in accordance with the provisions of this Agreement. 2 JACK_623199.5 4. Use and Investment of Funds. The Escrow Holder acknowledges receipt of the cash described in Section 3 of this Agreement and agrees: a. to hold the same in irrevocable escrow for application in the manner provided herein; b. to apply such cash and the proceeds of such Federal Securities in the manner provided in this Agreement, and only in such manner; c. to invest immediately $ thereof by purchasing the Federal Securities described in the Verification Report; d. to retain $ thereof in cash in the Escrow Account for application as shown in the Verification Report; and e. to deposit in the Escrow Account, as received, the principal of all of such Federal Securities described in the Verification Report and any other Federal Securities acquired hereunder which shall mature during the term of this Agreement, all interest which shall be derived during the term of this Agreement from such Federal Securities and any other Federal Securities acquired hereunder, and the proceeds of any sale, transfer, redemption or other disposition of such Federal Securities and any other Federal Securities acquired hereunder. All moneys held by the Escrow Holder pursuant to any provision of this Agreement, on deposit in the Escrow Account or otherwise, shall at all times be continually secured in the manner provided by Florida law for the securing of municipal funds. 5. Payment of the Refunded Obligations and Expenses. The owners of the Refunded Obligations shall have a first and prior lien on the principal of and interest on the Federal Securities and all moneys held by the Escrow Holder in the Escrow Account, until all such moneys shall be used and applied by the Escrow Holder as provided in paragraph (a) below. a. Refunded Obli ations. On the Redemption Date, the Escrow Holder shall pay to the paying agent for the Refunded Obligations, from the moneys on deposit in the Escrow Account, a sum sufficient to pay the redemption price of the Refunded Obligations of 100% (expressed as a percentage of the Refunded Obligations to be redeemed), plus accrued interest to the Redemption Date, as shown in the Verification Report. After the principal of and interest on the Refunded Obligations has been paid in full by the Escrow Holder on the Redemption Date, the Escrow Holder shall pay to the Issuer any remaining cash in the Escrow Account in excess of the Escrow Requirement to be used by the Issuer to pay interest on the Series 2009 Bonds. b. Fees and Expenses. i. In consideration of the services rendered by the Escrow Holder under this Agreement, the Issuer shall pay the Escrow Holder a fee of $ payable in advance and shall pay all ordinary expenses incurred by the Escrow Holder in connection with such services. The term "ordinary expenses" means expenses of holding, investing and disbursing the Escrow Account as provided herein. 3 JACK_623199.5 ii. The Issuer shall also reimburse the Escrow Holder for any extraordinary expenses incurred by it in connection herewith. The term "extraordinary expenses" includes (a) expenses arising out of the assertion of any third party to any interest in the Escrow Account or any challenge to the validity hereof, including reasonable attorneys' fees, (b) expenses relating to any substitution under Section 8 hereof, and (c) expenses (other than ordinary expenses) not occasioned by the Escrow Holder's misconduct or negligence. iii. The fees and expenses payable by the Issuer under this section shall not be paid from the Escrow Account, but shall be paid by the Issuer from legally available funds of the Issuer. The Escrow Holder shall have no lien for the payment of its fees or expenses or otherwise for its benefit on the Escrow Account and hereby waives any rights of set off against the Escrow Account which it may lawfully have or acquire. 6. Redemption; Notice of Redem tp ion. The Issuer has called all Refunded Obligations for redemption on the Redemption Date, at a redemption price of 100% (expressed as a percentage of the principal amount of the Refunded Obligations to be redeemed), plus accrued interest to the Redemption Date. The Issuer acknowledges that it has given irrevocable instructions to the registrar for the Refunded Obligations to give notice of such call for redemption in the manner provided in the Resolution pursuant to which the Refunded Obligations were issued. 7. No Redemption or Acceleration of MaturitX. The Issuer will not accelerate the maturity of any Refunded Obligations or exercise any option to redeem any Refunded Obligations before the Redemption Date. 8. Reinvestment. Except as provided in Section 4 of this Agreement and in this Section, the Escrow Holder shall have no power or duty to invest any funds held under this Agreement or to sell, transfer or otherwise dispose of or make substitutions for any Federal Securities held hereunder. At the written request of the Issuer and upon compliance with the conditions stated in this Section, the Escrow Holder shall sell, transfer, or otherwise dispose of or request the redemption of any of the Federal Securities acquired hereunder and shall purchase either Refunded Obligations or other Federal Securities to be substituted for such Federal Securities disposed of or redeemed. The Issuer will not request the Escrow Holder to exercise any of the powers described in the preceding sentence in any manner which will cause the Series 2009 Bonds or the Refunded Obligations to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, and the applicable regulations proposed or promulgated thereunder. The Escrow Holder may, at the written direction of the Issuer, substitute other noncallable Federal Securities ("Substitute Federal Securities") in lieu of the Federal Securities then on deposit in the Escrow Account provided that, prior to any such substitution, the Escrow Holder and the Issuer shall have received: 4 JACK_623199.5 a. New debt service and cash flow schedules showing (i) the dates and amounts of all principal and interest payments thereafter to become due on the Refunded Obligations, (ii) the cash and Federal Securities to be on deposit in the Escrow Account upon making such substitution, (iii) the dates and amounts of maturing principal and interest to be received by the Escrow Holder from such Federal Securities, and (iv) that the cash on hand in the Escrow Account plus cash to be derived from the maturing principal and interest of such Federal Securities shall be sufficient to pay when due all remaining debt service payments on the Refunded Obligations (the most recent debt service and cash flow schedules shall be considered to be the applicable "Debt Service and Cash Flow Schedules"); b. Anew verification report prepared by a nationally recognized firm of independent certified public accountants verifying the accuracy of the new Debt Service and Cash Flow Schedules (the most recent verification report shall be considered to be the applicable "New Verification Report" for purposes hereof); and c. An opinion of nationally recognized bond counsel to the effect that such substitution is permissible hereunder, that (based on said new Debt Service and Cash Flow Schedules and New Verification Report as to sufficiency) such substitution will not adversely affect the defeasance of the Refunded Obligations or the exclusion from gross income for federal income tax purposes of the interest payable on the Series 2009 Bonds or the Refunded Obligations. 9. Indemnitv. Whether or not any action or transaction authorized or contemplated hereby shall be undertaken or consummated, the Issuer hereby agrees to the extent allowed by Florida law to indemnify, protect, save and keep harmless the Escrow Holder and its respective successors, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and attorneys' disbursements and expenses) of whatsoever kind and nature which may be imposed on, incurred by or asserted against the Escrow Holder at any time, whether or not the same may be indemnified against by the Issuer or any other Person under any other agreement or instrument, by reason of or arising out of the execution and delivery of this Agreement, the establishment of the Escrow Account, the acceptance by the Escrow Holder of the funds herein described, the purchase, retention or disposition of the Federal Securities or the proceeds thereof, or any payment, transfer or other application of funds or securities by the Escrow Holder in accordance with the provisions of this Agreement; provided, however, that the Issuer shall not be required to indemnify the Escrow Holder for any expense, loss, costs, disbursements, damages or liability resulting from its own negligence or misconduct. The indemnities contained in this Section shall survive the termination of this Agreement. Nothing in this Section contained shall give rise to any liability on the part of the Issuer in favor of any Person other than the Escrow Holder. 10. Liability of Escrow Holder. The Escrow Holder shall not be liable for any loss resulting from any investment made pursuant to the terms and provisions of this Agreement. The Escrow Holder shall not be liable for the accuracy of the calculations as to the sufficiency of moneys and of the principal amount of the securities and the earnings thereon to pay the Bonds. So long as the Escrow Holder applies any moneys, securities and the interest earnings therefrom 5 JACK_623199.5 to pay the Bonds as provided herein, and complies fully with the terms of this Agreement, the Escrow Holder shall not be liable for any deficiencies in the amounts necessary to pay the Bonds caused by such calculations. The Escrow Holder shall have no lien, security interest or right of set-off whatsoever upon any of the moneys or investments in the Escrow Deposit Trust Fund for the payment of fees and expenses for services rendered by the Escrow Holder under this Agreement. 11. Permitted Acts of Escrow Holder. The Escrow Holder and its affiliates may become the owner of or may deal in the Bonds as fully and with the same rights as if it were not the Escrow Holder. 12. Successor Escrow Holder. a. The Escrow Holder, at the time acting hereunder, may at any time resign and be discharged from the trusts hereby created by giving not less than sixty (60) days written notice to the Issuer and providing electronic notice to the Municipal Securities Rulemaking Board, through Electronic Municipal Market Access (http://emma.msrb.org), or any other public or private repository or entity recognized as such by the Securities and Exchange Commission for purposes of SEC Rule 15c2-12 ("EMMA"), specifying the date when such resignation will take effect, but no such resignation shall take effect unless a successor Escrow Holder shall have been appointed as hereinafter provided and such successor Escrow Holder shall have accepted such appointment, in which event such resignation shall take effect immediately upon the appointment and acceptance of a successor Escrow Holder. b. The Escrow Holder may be removed at any time by an instrument or concurrent instruments in writing, executed by the holders of not less than 51% in aggregate principal amount of the Bonds then outstanding, such instruments to be filed with the Issuer, and notice in writing given by such holders to the original purchaser or purchasers of the Bonds, and filed with EMMA, not less than 60 days before such removal is to take effect as stated in such instrument or instruments. A photographic copy of any instrument filed with the Issuer under the provisions of this paragraph shall be delivered by the Issuer to the Escrow Holder. i. The Escrow Holder may also be removed by the Issuer at any time, for any breach of trust or for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any provisions of this Agreement with respect to the duties and obligations of the Escrow Holder. The Issuer shall give electronic notice of such removal to EMMA. c. In the event the Escrow Holder hereunder shall resign or be removed, or be dissolved, or shall be in the course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case the Escrow Holder shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed by the first to occur of either (1) the Issuer, or (2) the holders of a majority in principal amount of the Bonds then outstanding by an instrument or concurrent instruments in writing, signed by such holders, or by their attorneys in fact, duly authorized in writing; provided, nevertheless, that if the Escrow Holder is removed by the Bondholders, the Issuer shall appoint a temporary Escrow Holder to fill such vacancy until a successor Escrow Holder shall be appointed by the holders of 6 JACK 623199.5 a majority in principal amount of the Bonds then outstanding in the manner above provided, and any such temporary Escrow Holder so appointed by the Issuer shall immediately and without further act be superseded by the Escrow Holder so appointed by such holders. The Issuer shall publish notice of any such appointment made by it at the time and in the manner described in the first paragraph of this Section. d. In the event that no appointment of a successor Escrow Holder or a temporary successor Escrow Holder shall have been made pursuant to the foregoing provisions of this Section within sixty (60) days after the written notice of removal or resignation or other act causing the need for appointment of a successor Escrow Holder occurs, the holder of any of the Bonds or any retiring Escrow Holder may apply to any court of competent jurisdiction for the appointment of a successor Escrow Holder and such court may thereupon, after such notice, if any, as it shall deem proper, appoint such successor Escrow Holder. e. No successor Escrow Holder shall be appointed unless such successor Escrow Holder shall be a corporation with trust powers organized under the banking laws of the United States or any state, and shall be bound by this Agreement and have at the time of appointment capital and surplus of not less than $25,000,000 or is a member of a bank group or bank holding company with aggregate capital and surplus of not less than $25,000,000. f. Every successor Escrow Holder appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer, an instrument in writing accepting such appointment hereunder and thereupon such successor Escrow Holder, without any further act, deed or conveyance, shall be bound by this Agreement and become fully vested with all the rights, immunities, powers, trusts, duties and obligations of its predecessor; but such predecessor shall, nevertheless, on the written request of such successor Escrow Holder or the Issuer, execute and deliver an instrument transferring to such successor Escrow Holder all the estates, properties, rights, powers and trust of such predecessor hereunder; and every predecessor Escrow Holder shall deliver all securities and moneys held by it hereunder to its successor; provided, however, that before any such delivery shall be made the fee of the retiring or removed Escrow Holder set forth in Section 5(b)(i) hereof if fully paid in advance shall be pro rata refunded by such Escrow Holder to the Issuer and the Issuer shall reimburse the retiring or removed Escrow Holder for any expenses it has incurred. Such proration shall be computed based upon the time such Escrow Holder served as such compared to the period from the date hereof until the final maturity or redemption of the Bonds. Should any transfer, assignment or instrument in writing from the Issuer be required by any successor Escrow Holder the estates, rights, powers and duties hereby vested or intended to be vested in the predecessor Escrow Holder, any such transfer, assignment and instruments in writing shall, on request, be executed, acknowledged and delivered by the Issuer. g. Any corporation into which the Escrow Holder, or any successor to it in the trusts created by this Agreement, may be merged or converted or with which it or any successor to it may be consolidated, or any corporation resulting from any merger, conversion, consolidation or reorganization to which the Escrow Holder or any successor to it shall be a party shall be the successor Escrow Holder under this Agreement without the execution or filing of any paper or any other act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. 7 JACK 623199.5 13. Amendments. This Agreement is made for the benefit of the Issuer and the holders from time to time of the Refunded Obligations and it shall not be repealed, revoked, altered or amended without the written consent of all such holders, the Escrow Agent and the Issuer; provided, however, that the Issuer and the Escrow Agent may, without the consent of, or notice to, such holders, enter into such agreements supplemental to this Agreement as shall not adversely affect the rights of such holders and as shall not be inconsistent with the terms and provisions of this Agreement, for any one or more of the following purposes: a. to cure any ambiguity or formal defect or omission in this Agreement; b. to grant, or confer upon, the Escrow Agent for the benefit of the holders of the Refunded Obligations, any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such holders or the Escrow Agent; and c. to subject to this Agreement additional funds, securities or properties. The Escrow Agent shall be entitled to rely exclusively upon an unqualified opinion of nationally recognized bond counsel with respect to compliance with this Section 15, including the extent, if any, to which any change, modification or addition affects the rights of the holders of the Refunded Obligations, or that any instrument executed hereunder complies with the conditions and provisions of this Section 15. 14. Notices. All notices, approvals, consents, requests and other communications hereunder shall be in writing and shall be deemed to have been given when mailed or delivered by registered or certified mail, return receipt requested, postage prepaid, and addressed as follows: If to the Issuer: City of Clermont, Florida 685 W. Montrose Street, 3rd Floor Clermont, Florida 34711 Attention: Administrative Services Director If to the Escrow Holder: U.S. Bank National Association Mail Code: EX-FL-WWSJ 225 Water Street, 7th Floor Jacksonville, Florida 32202 Attention: Corporate Trust Services The Issuer and the Escrow Holder may, by notice given hereunder, designate any further or different addresses to which subsequent notices, approvals, consents, requests or other communications shall be sent or persons to whose attention the same may be directed. 15. Term. This Agreement shall commence upon its execution and delivery and shall terminate when the Refunded Obligations and the interest thereon shall have been paid and discharged in accordance with the proceedings authorizing the Refunded Obligations and all excess moneys have been paid to the Issuer. 8 JACK_623199.5 16. Severability. If any of the covenants, agreements or provisions of this Agreement on the part of the Issuer or the Escrow Holder to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant, agreement or provision shall be null and void, shall be deemed separable from the remaining covenants, agreements and provisions of this Agreement and shall in no way affect the validity of the remaining covenants, agreements or provisions of this Agreement. 17. Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as the original and shall constitute and be but one and the same instrument. [Remainder of Page Intentionally Left Blank; Signature Page Follows.] 9 JACK_623199.5 18. Governing Law. This Agreement shall be construed under the laws of the State of Florida. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers and their seals to be hereunto affixed and attested, all as of the _ day of , 2009. CITY OF CLERMONT, FLORIDA By: Harold S. Turville, Jr., Mayor Attest: By: Tracy Ackroyd, City Clerk Approved as to form: Daniel F. Mantzaris, City Attorney U.S. BANK NATIONAL ASSOCIATION, as Escrow Holder By: [Name], [Title] 10 JACK_623199.5 ÒÛÉ×ÍÍËÛÞÑÑÕÛÒÌÎÇÑÒÔÇÎßÌ×ÒÙÍæßßß²»¹¿¬·ª»±«¬´±±µøÍúÐ÷ײ«®»¼ ß߬¿¾´»±«¬´±±µøÍúÐ÷˲¼»®´§·²¹ Í»»ÎßÌ×ÒÙ͸»®»·²º±®³±®»·²º±®³¿¬·±² ײ¬¸»±°·²·±²±ºÚ±´»§úÔ¿®¼²»®ÔÔÐôÞ±²¼Ý±«²»´ô«²¼»®»¨·¬·²¹´¿©ô¿«³·²¹½±³°´·¿²½»©·¬¸½»®¬¿·²½±ª»²¿²¬·²¬¸» λ±´«¬·±²¼»½®·¾»¼¸»®»·²ô·²¬»®»¬±²¬¸»Í»®·»îððçÞ±²¼·»¨½´«¼»¼º®±³¹®±·²½±³»º±®º»¼»®¿´·²½±³»¬¿¨°«®°±»ô¿²¼¬¸»Í»®·» îððçÞ±²¼òÍ»»ô¸±©»ª»®ôÌßÈÛÈÛÓÐÌ×ÑÒ¸»®»·²º±®¿¼»½®·°¬·±²±º½»®¬¿·²º»¼»®¿´³·²·³«³¿²¼±¬¸»®°»½·¿´¬¿¨»¬¸¿¬³¿§¿ºº»½¬ ¬¸»¬¿¨¬®»¿¬³»²¬±º·²¬»®»¬±²¬¸»Í»®·»îððçÞ±²¼ò̸»Í»®·»îððçÞ±²¼©·´´¾»¯«¿´·º·»¼¬¿¨»¨»³°¬±¾´·¹¿¬·±²©·¬¸·²¬¸»³»¿²·²¹±º Í»½¬·±²îêëø¾÷±º¬¸»Ý±¼»òײ¬»®»¬±²·²¼»¾¬»¼²»·²½«®®»¼±®½±²¬·²«»¼¬±°«®½¸¿»±®½¿®®§¬¸»Í»®·»îððçÞ±²¼ô±®·²¬¸»½¿»±º¾¿²µ±® ½»®¬¿·²±¬¸»®º·²¿²½·¿´·²¬·¬«¬·±²ô·²¬»®»¬»¨°»²»¿´´±½¿¾´»¬±·²¬»®»¬±²¬¸»Í»®·»îððçÞ±²¼ô©·´´¾»¼»¼«½¬·¾´»º±®º»¼»®¿´·²½±³»¬¿¨ °«®°±»ò üïêôêìðôððð Ý×ÌÇÑÚÝÔÛÎÓÑÒÌôÚÔÑÎ×Üß É¿¬»®¿²¼Í»©»®Î»ª»²«»Î»º«²¼·²¹Þ±²¼ô Í»®·»îððç 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²±²¸±³»¬»¿¼ô®»·¼»²¬·¿´°®±°»®¬§¬±¾»¿»»¼¿¬¿ª¿´«»¹®»¿¬»®¬¸¿²ïðëû±º¬¸»°®·±®§»¿® ßïð ¿»»¼ª¿´«»ò̸»½±³³»®½·¿´¿²¼²±²¸±³»¬»¿¼ô®»·¼»²¬·¿´°®±°»®¬§¿»³»²¬½¿°©±«´¼¬¿µ» »ºº»½¬Ö¿²«¿®§ïôîðïïò ß¼¼·¬·±²¿´´§ô¬¸»Ú´±®·¼¿Ô»¹·´¿¬«®»¿´±¿¼±°¬»¼ØÞèíí·²Ó¿§îððçô©¸·½¸°®±ª·¼»¿² ¿¼¼·¬·±²¿´¸±³»¬»¿¼»¨»³°¬·±²º±®¼»°´±§»¼³·´·¬¿®§°»®±²²»´ò̸»»¨»³°¬·±²©±«´¼»¯«¿´¬¸» °»®½»²¬¿¹»±º¼¿§¼«®·²¹¬¸»°®·±®½¿´»²¼¿®§»¿®¬¸¿¬¬¸»³·´·¬¿®§¸±³»±©²»®©¿¼»°´±§»¼±«¬·¼»±º ¬¸»Ë²·¬»¼Í¬¿¬»·²«°°±®¬±º³·´·¬¿®§±°»®¿¬·±²¼»·¹²¿¬»¼¾§¬¸»´»¹·´¿¬«®»ò̸·³»¿«®»¿´± ®»¯«·®»¿°°®±ª¿´±ºÚ´±®·¼¿ª±¬»®¿¬¬¸»Ò±ª»³¾»®îðïðÙ»²»®¿´Û´»½¬·±²ò׺¬¸·³»¿«®»·¿°°®±ª»¼ ¾§¬¸»ª±¬»®ô·¬©±«´¼¬¿µ»»ºº»½¬Ö¿²«¿®§ïôîðïïò ߬¬¸»°®»»²¬¬·³»ô·¬··³°±·¾´»¬±°®»¼·½¬¬¸»´·µ»´·¸±±¼±ºÍÞëíî±®ØÞèíí°®±°±»¼ ®»º»®»²¼¿¾»·²¹¿°°®±ª»¼¾§Ú´±®·¼¿ª±¬»®±®ô·º¿°°®±ª»¼ô¬¸»·³°¿½¬¬¸»»³»¿«®»©±«´¼¸¿ª»±² ¬¸»Ý·¬§º·²¿²½·¿´½±²¼·¬·±²ò ßïï ßÐÐÛÒÜ×ÈÞ ßËÜ×ÌÛÜÚ×ÒßÒÝ×ßÔÍÌßÌÛÓÛÒÌÍÑÚÌØÛÝ×ÌÇ INDEPENDENT AUDITOR'S REPORT Honorable Mayor and City Council City of Clermont, Florida We have audited the accompanying financial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the City of Clermont, Florida, as of and for the year ended September 30, 2008, which collectively comprise the City’s basic financial statements as listed in the table of contents. These financial statements are the responsibility of the City's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinions. In our opinion the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the City of Clermont, Florida, as of September 30, 2008 and the respective changes in financial position and cash flows, where applicable, thereof and the respective budgetary comparison for the general fund, infrastructure special revenue fund and the community redevelopment fund for the year then ended in conformity with accounting principles generally accepted in the United States of America. In accordance with Government Auditing Standards, we have also issued a report dated March 19, 2009 on our consideration of the City of Clermont, Florida's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the result of that testing, and not to provide an opinion on the internal control over financial reporting or on compliance. That report is an integral part of an audit preformed in accordance with Government Auditing Standards and should be read in conjunction withthis report in considering the results of our audit. The Management’s Discussion and Analysis is not a required part of the basic financial statements but is supplemental information required by accounting principles generally accepted in the United States of America. We have applied certain limited procedures, which consisted principally of inquiries of management regarding the methods of measurement and presentation of the supplemental information. However, we did not audit the information and express no opinion on it. Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the City of Clermont, Florida basic financial statements. The introductory section, combining and individual fund financial statements and statistical section are presented for purposes of additional analysis and are not a required part of the basic financial statements. The accompanying schedule of expenditures of federal awards and state financial assistance is presented for purposes of additional analysis as required by U. S. Office of Management and Budget Circular A-133, Audits of States, Local Governments, and Non-Profit Organizations, and Chapter 10.550, Rulesof the Auditor General and is also not a required part of the basic financial statements of the City of Clermont, Florida. The schedule of expenditures of federal awards and state financial assistance and the combining and individual nonmajor fund financial statements and schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. The introductory section and statistical tables have not been subjected to the auditing procedures applied in the audit of the basic financial statements and, accordingly, we express no opinion on them. March 19, 2009 CITY OF CLERMONT, FLORIDA STATEMENT OF NET ASSETS September 30, 2008 Primary Government Governmental Business-type ActivitiesActivitiesTotal Assets: Cash and cash equivalents5,254,453$ 2,293,732$ 7,548,185$ Investments16,154,811 9,370,350 25,525,161 Receivables, net250,602 1,202,102 1,452,704 Inventories31,304 48,259 79,563 Due from other governments1,447,389 2,396 1,449,785 Internal balances49,625 (49,625) - Prepaid costs177,202 92,413 269,615 Restricted assets: Cash and cash equivalents- 1,112,0541,112,054 Investments 21,032,749-21,032,749 Interest receivable-150,605150,605 Bond issuance costs-296,602296,602 Capital assets not being depreciated 23,153,37428,220,55651,373,930 Capital assets being depreciated, net of accumulated depreciation 15,100,64134,951,43850,052,079 Total capital assets 38,254,01563,171,994101,426,009 Total assets61,619,40198,723,631160,343,032 Liabilities: Accounts payable and accrued expenses1,932,6703,280,4165,213,086 Noncurrent liabilities: Due within one year528,800436,927965,727 Due in more than one year10,790,96916,435,38627,226,355 Total liabilities13,252,43920,152,72933,405,168 Net Assets: Invested in capital assets, net of related debt 27,462,15046,568,95574,031,105 Restricted for: Capital improvements 7,047,09713,898,85120,945,948 Community redevelopment 907,346 -907,346 Debt service 360,936-360,936 Other projects 643,245-643,245 Unrestricted 11,946,18818,103,09630,049,284 Total net assets$48,366,962$78,570,902$ 126,937,864 The accompanying Notes to Financial Statements are an integral part of this statement. CITY OF CLERMONT, FLORIDA BALANCE SHEET GOVERNMENTAL FUNDS September 30, 2008 Infrastructure Community Other Total Special Redevelopment Governmental Governmental GeneralRevenueSpecial RevenueFundsFunds Assets: Cash and cash equivalents$ -$-$907,346$3,940,511$ 4,847,857 Investments10,239,9835,914,828- 16,154,811- Receivables, net250,602---250,602 Inventories, at cost31,304---31,304 Due from other funds-- 4,487,001-4,487,001 Due from other governments1,319,362128,027- 1,447,389- Prepaid costs177,202---177,202 Total assets$12,018,453$6,042,855$907,346$8,427,512$27,396,166 Liabilities and Fund Balances: Liabilities: Accounts payable$ 832,212$ 500$ 163,730-$$ 996,442 Due to other funds995,5683,491,433- 4,487,001- Accrued liabilities409,887---409,887 Total liabilities2,237,6673,491,933 163,730-5,893,330 Fund balances: Reserved for: Inventories and prepaid costs208,506---208,506 Community redevelopment--907,346-907,346 Debt service-- 360,936-360,936 Perpetual care-- 643,245-643,245 Unreserved, reported in: General fund9,572,280-- 9,572,280- Special revenue funds 2,550,922- 2,763,426-5,314,348 Capital projects funds-- 4,496,175-4,496,175 Total fund balances9,780,7862,550,922907,3468,263,78221,502,836 Total liabilities and fund balances$12,018,453$6,042,855$907,346$ 8,427,512 Amounts reported for governmental activities in the Statement of Net Assets are different because: Capital assets used in governmental activities are not current financial resources and, therefore, are not reported in this fund financial statement, but are reported in the governmental activities of the Statement of Net Assets.38,254,015 Accrued interest payable is not due in the current period and therefore is not reported in the funds.(111,835) The assets and liabilities of certain internal service funds are not included in the fund financial statement, but are included in the governmental activities of the Statement of Net Assets. 41,715 Long-term liabilities are not due and payable in the current period and therefore are not reported in the funds.(11,319,769) Net Assets of Governmental Activities in the Statement of Net Assets$48,366,962 The accompanying Notes to Financial Statements are an integral part of this statement. CITY OF CLERMONT, FLORID A STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE S GOVERNMENTAL FUNDS Year Ended September 30, 200 8 Community Other Total Infrastructure RedevelopmentGovernmentalGovernmental GeneralSpecial Revenue Special Revenue FundsFunds Revenues: Taxes$ 11,361,074$ 290,908-$ $ 11,651,982-$ Licenses and permits 273,663 -- 561,543 835,206 Intergovernmental revenues 9,926,370 1,900,640 150,000- 11,977,010 Charges for services 556,166 -- 87,240 643,406 Fines and forfeitures 320,842 -- - 320,842 Impact fees/special assessments -- - 1,209,360 1,209,360 Investment earnings 333,582 154,537 19,566 179,251 686,936 Miscellaneous 1,529,021 -- 153,730 1,682,751 Total revenues 24,300,718 2,055,177 310,474 2,341,124 29,007,493 Expenditures: Current: General government3,020,731 -- 619,459 3,640,190 Public safety10,033,536 -- 964,788 10,998,324 Physical environment 497,188 -- - 497,188 Transportation 2,953,710 22,552 -- 2,976,262 Economic environment40,957 6,730- - 47,687 Human services104,944 -- - 104,944 Culture and recreation 10,004,114 -- 19,862 10,023,976 Debt Service: Principal retirement 5,781,435 -- 2,394,841 8,176,276 Interest and fiscal charges 41,112 -- 423,697 464,809 Capital outlay: Public safety - -- 1,371,050 1,371,050 Culture and recreation -- - 538,066 538,066 Total expenditures 32,477,727 22,552 6,331,7636,730 38,838,772 Excess (Deficiency) of Revenues (8,177,009) 2,032,625 303,744 (3,990,639) (9,831,279) Over Expenditures Other Financing Sources (Uses): Notes issued 8,250,000 -- - 8,250,000 Transfers in 515,819 -- 5,951,780 6,467,599 Transfers out (243,338) (4,907,519) (820,304)- (5,971,161) Net other financing sources (uses)8,522,481(4,907,519) 5,131,476- 8,746,438 Net Change in Fund Balances 345,472 (2,874,894) 303,744 1,140,837 (1,084,841) Fund Balances - Beginning, as previously reported 9,686,083 5,425,816 603,602 7,122,945 22,587,677 Prior Period Adjustment (250,769) -- - (250,769) Fund Balances - Beginning, as restated 9,435,314 5,425,816 603,602 7,122,945 22,336,908 Fund Balances - Ending $ 9,780,786$ 2,550,922$ 907,346$ 8,263,782$ 21,502,836 The accompanying Notes to Financial Statements are an integral part of this statement. CITY OF CLERMONT, FLORID A RECONCILIATION OF THE STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES OF GOVERNMENTAL FUNDS TO THE STATEMENT OF ACTIVITIES Year Ended September 30, 2008 Net change in fund balances - total governmental funds: $ (1,084,841) Amounts reported for Governmental Activities in the Statement of Activities are different because: Governmental funds report outlays for capital assets as expenditures because such outlays use current financial resources. In contrast, the Statement of Activities reports only a portion of the outlay as expense. The outlay is allocated over the assets' estimated useful lives as depreciation expense for the period. This is the amount by which capital outlays $13,561,862 exceeded depreciation $1,844,646 in the current period. 11,717,216 The net effect of sales of capital assets is to decrease net assets. (6,214) Governmental funds report bond proceeds as current financial resources. In contrast, the Statement of Activities treats such issuance of debt as a liability. Governmental funds report repayment of bond principal as an expenditure, In contrast, the Statement of Activities treats such repayments as a reduction in long-term liabilities. This is the amount by which proceeds exceeded repayments. (73,724) Some expenses reported in the statement of activities do not require the use of current financial resources and these are not reported as expenditures in governmental funds: (96,605) Internal service funds are used by management to charge the costs of certain activities, such as fleet maintenance and information technology, to individual funds. The net revenue (expense) of certain internal service funds is reported with governmental activities. (202,604) Change in net assets of governmental activities $ 10,253,228 The accompanying Notes to Financial Statements are an integral part of this statement. CITY OF CLERMONT, FLORIDA GENERAL FUND STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL Year Ended September 30, 2008 Variance with Final Budget - Actual Amounts, Positive Budgetary Basis(Negative) Budgeted Amounts OriginalFinal Revenues: Taxes$11,198,902$11,198,902$11,361,074$ 162,172 Licenses and permits414,200289,200273,663(15,537) Intergovernmental revenues9,538,2099,729,4929,462,280(267,212) Charges for services443,095469,595556,16686,571 Fines and forfeitures141,250141,250320,842179,592 Investment earnings427,600427,600333,582(94,018) Miscellaneous716,1191,369,6161,529,021159,405 Total revenues22,879,37523,625,65523,836,628210,973 Expenditures: Current: General government: City council26,79526,79524,1822,613 City clerk249,020249,020223,77525,245 City manager444,520444,520436,2168,304 Administrative services1,041,2861,073,648992,51981,129 Legal services117,570117,57092,25825,312 Planning & zoning799,270814,015738,62175,394 Engineering387,875387,875357,00230,873 Other general government176,600209,127156,15852,969 3,242,9363,322,5703,020,731301,839 Public Safety: Law enforcement5,190,2555,224,9144,977,718247,196 Fire control4,253,4084,732,8234,591,728141,095 9,443,6639,957,7379,569,446388,291 Physical environment / Transportation2,712,2213,679,1343,450,898228,236 Economic environment / Human Services171,860175,185145,90129,284 Culture and recreation2,002,3802,123,5001,754,114369,386 Debt Service: Principal5,630,0005,814,2135,781,43532,778 Interest and other charges210,000-41,112(41,112) Total expenditures23,413,06025,072,33923,763,6371,308,702 The accompanying Notes to Financial Statements are an integral part of this statement. CITY OF CLERMONT, FLORIDA GENERAL FUND STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL (CONTINUED) Year Ended September 30, 2008 Excess (Deficiency) of Revenues Over Expenditures (533,685)(1,446,684)72,9911,519,675 Other Financing Sources (Uses): Transfers in550,600550,600515,819(34,781) Transfers out(201,865)(231,865)(243,338)(11,473) Total other financing sources (uses)348,735318,735272,481(46,254) Net Change in Fund Balance (184,950)(1,127,949)345,4721,473,421 Fund Balance - Beginning, as previously reported 9,686,0839,686,0839,686,083- Prior Period Adjustment --(250,769)(250,769) Fund Balance - Beginning, as restated 9,686,0839,686,0839,435,314(250,769) Fund Balance - Ending $9,501,133$8,558,134$9,780,786$ 1,222,652 The accompanying Notes to Financial Statements are an integral part of this statement. CITY OF CLERMONT, FLORIDA INFRASTRUCTURE SPECIAL REVENUE FUND STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL Year Ended September 30, 2008 Variance with Final Budget - Positive Actual Amounts(Negative) Budgeted Amounts OriginalFinal Revenues: Intergovernmental revenues2,000,000$ 2,000,000$$1,900,640$ (99,360) Investment earnings110,000110,000154,53744,537 Total revenues2,110,0002,110,0002,055,177(54,823) Expenditures: Transportation: Roads & streets33,00033,00022,55210,448 Total expenditures33,00033,00022,55210,448 Excess (Deficiency) of Revenues Over Expenditures 2,077,0002,077,0002,032,625(44,375) Other Financing Sources (Uses): Transfers out(6,981,180)(6,981,180)(4,907,519)2,073,661 Total other financing sources (uses)(6,981,180)(6,981,180)(4,907,519)2,073,661 Net Change in Fund Balance (4,904,180)(4,904,180)(2,874,894)2,029,286 Fund Balances - Beginning 5,425,8165,425,8165,425,816- Fund Balances - Ending $521,636$521,636$2,550,922$ 2,029,286 The accompanying Notes to Financial Statements are an integral part of this statement. CITY OF CLERMONT, FLORIDA COMMUNITY REDEVELOPMENT SPECIAL REVENUE FUND STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL Year Ended September 30, 2008 Variance with Final Actual Budget - Positive Amounts(Negative) Budgeted Amounts OriginalFinal Revenues: Taxes321,365$$321,365$290,908$ (30,457) Investment earnings16,00016,00019,5663,566 Total revenues337,365337,365310,474(26,891) Expenditures: Economic environment: Economic development900,175900,1756,730893,445 Total expenditures900,175900,1756,730893,445 Excess (Deficiency) of Revenues Over Expenditures (562,810)(562,810)303,744866,554 Net Change in Fund Balances (562,810)(562,810)303,744866,554 Fund Balances - Beginning 603,602603,602603,602- Fund Balances - Ending $ 40,792$40,792$907,346$ 866,554 The accompanying Notes to Financial Statements are an integral part of this statement. CITY OF CLERMONT, FLORIDA STATEMENT OF FIDUCIARY NET ASSESTS FIDUCIARY FUNDS September 30, 2008 Total Employee Pension Funds Assets: $ 231,472 Cash and cash equivalents Receivables: 21,761 Employer contribution receivable 48,391 Due from other governments 70,152 Total receivables Investments: 3,543,188 U.S. Government & other debt securities 7,750,969 Equities 11,294,157 Total investments 11,595,781 Total assets Liabilities: - Accounts payable - Total liabilities Net Assets Held in Trust for Pension Benefits $ 11,595,781 CITY OF CLERMONT, FLORIDA STATEMENT OF CHANGES IN FIDUCIARY NET ASSETS FIDUCIARY FUNDS For the Year Ended September 30, 2008 Total Employee Pension Funds Additions: Contributions: Employer$ 1,316,263 Plan members106,365 State464,090 Total contributions1,886,718 Investment earnings: Net increase (decrease) in fair value of investments(1,501,581) Total net investment earnings(1,501,581) Total additions385,137 Deductions: Benefits/distributions244,259 Administrative50,386 Total deductions294,645 Change in Net Assets 90,492 Net Assets - Beginning 11,505,289 Net Assets - End $ 11,595,781 CITY OF CLERMONT, FLORIDA NOTES TO FINANCIAL STATEMENTS September 30, 2008 Note 1 - Summary of Significant Accounting Policies: A. Reporting Entity TheCity of Clermont, Florida (the City) is a political subdivision of the State of Florida located in Lake County. The City of Clermont was incorporated under State law in December 1916 and operates under the council-manager form of government under its charter adopted pursuant to H.B. 2223, Ch.67-1217 Special Acts, of the State of Florida. The legislative branch of the City is composed of a Mayor and four (4) members elected Council. The City Council is responsible for the establishment and adoption of policy. The execution of such policy is the responsibility of the Council appointed City Manager. In evaluating how to define the government, for financial reporting purposes, the City has considered all potential component units. The definition of the reporting entity is based primarily on the notion of financial accountability. A primary government is financially accountable for the organizations that make up its legal entity. It is also financially accountable for legally separate organizations if its officials appoint a voting majority of an organization’s governing body, and either it is able to impose its will on that organization or there is a potential for the organization to provide specific financial benefits to, or to impose specific financial burdens on, the primary government. A primary government may also be financially accountable for governmental organizations that are fiscally dependent on it. A primary government has the ability to impose its will on an organization if it can significantly influence the programs, projects or activities of, or the level of services performed or provided by, the organization. A financial benefit or burden relationship exists if the primary government (a) is entitled to the organizations’ resources; (b) is legally obligated or has otherwise assumed the obligation to finance the deficits of, or provide financial support to, the organization; or (c) is obligated in some manner for the debt of the organization. In applying the above criteria, the City has one blended component unit as follows: TheCity of Clermont Community Redevelopment Fund TheCity of Clermont created the Downtown Redevelopment Agency in May of 1997. This is a dependent taxing district established in accordance with Chapter 163, Part III, Florida Statutes. Notification to affected taxing agency was done in compliance with Chapter 163.346, Part III, Florida Statutes. The incremental annual increase in tax over the base years will be used to fund projects designed to enhance and improve the described area. The City Council, being the duly elected governmental body for the designated area, passed Resolution 97-950, which established the City of Clermont as the Redevelopment Agency for the purpose of carrying out the community redevelopment programs and plans within the area. Through Ordinance 359-M the City established the Community Redevelopment Trust Fund to account for all transactions generated by this special revenue fund. CITY OF CLERMONT, FLORIDA NOTES TO FINANCIAL STATEMENTS - Continued September 30, 2008 Note 1 - Summary of Significant Accounting Policies (Continued): B. Government-Wide and Fund Financial Statements The government-wide financial statements (i.e., the statement of net assets and the statement of changes in net assets) report information on all of the nonfiduciary activities of the City. For the most part, the effect of interfund activity has been removed from these statements.Governmental activities, which normally are supported by taxes and intergovernmental revenues, are reported separately from business-type activities, which rely to a significant extent on fees and charges for support. The statement of activities demonstrates the degree to which the direct expenses of a given function or segment is offset by program revenues.Direct expenses are those that are clearly identifiable with a specific function or segment. Program revenues include 1) charges to customers or applicants who purchase, use, or directly benefit from goods, services, or privileges provided by a given function or segment and 2) grants and contributions that are restricted to meeting the operational or capital requirements of a particular function or segment. Taxes and other items not properly included among program revenues are reported instead as general revenues. Separate financial statements are provided for governmental funds, proprietary funds, and fiduciary funds, even though the latter are excluded from the government-wide financial statements. Major individual governmental funds and major individual enterprise funds are reported as separate columns in the fund financial statements. C. Measurement Focus, Basis of Accounting, and Financial Statement Presentation The government-wide financial statements are reported using the economic resources measurement focus and the accrual basis of accounting, as are the proprietary fund and fiduciary fund financial statements. Revenues are recorded when earned and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Property taxes are recognized as revenues in the year for which they are levied. Grants and similar items are recognized as revenue as soon as all eligibility requirements imposed by the provider have been met. Governmental fund financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Revenues are recognized as soon as they are both measurable and available. Revenues are considered to be availablewhen they are collectible within the current period or soon enough thereafter to pay liabilities of the current period. For this purpose, the government considers revenues to be available if they are collected within 60 days of the end of the current fiscal period. Expenditures generally are recorded when a liability is incurred, as under accrual accounting. However, debt service expenditures, as well as expenditures related to compensated absences and claims and judgments, are recorded only when payment is due. CITY OF CLERMONT, FLORIDA NOTES TO FINANCIAL STATEMENTS - Continued September 30, 2008 Note 1 - Summary of Significant Accounting Policies (Continued): C. Measurement Focus, Basis of Accounting, and Financial Statement Presentation (Continued) Property taxes, franchise taxes, licenses, and interest associated with the current fiscal period are all considered to be susceptible to accrual and so have been recognized as revenues of the current fiscal period. Only the portion of special assessments receivable due within the current fiscal period is considered to be susceptible to accrual as revenue of the current period. All other revenue items are considered to be measurable and available only when cash is received by the City. The government reports the following funds: Major Governmental Funds The General Fund is the government’s primary operating fund. It accounts for all financial resources of the general government, except those required to be accounted for in another fund. TheInfrastructure Special Revenue Fund was established to account for the proceeds of the Local Government Infrastructure Surtax. The proceeds and interest accrued thereto, by law are only to be used to finance, plan and construct infrastructure. TheCommunity Redevelopment Fund was established as a dependent taxing district. The incremental annual increase in tax over the base years will be used to fund projects designed to enhance and improve the described area. Non-Major Governmental Fund Types Special Revenue Funds account for specific revenue sources that are restricted by law or administrative action to expenditures for specific purposes. Debt Service Fund is used to account for the accumulation of resources for the payment of principal and interest on certain long-term debt. Capital Projects Fund account for financial resources segregated for the acquisition or construction of major capital facilities. Major Proprietary Funds Water Fund is used toaccount for the operations of the City’s water system, which is financed in a manner similar to private business enterprises, where the costs, including depreciation, of providing services to the general public on an ongoing basis are financed primarily through user charges. CITY OF CLERMONT, FLORIDA NOTES TO FINANCIAL STATEMENTS - Continued September 30, 2008 Note 1 - Summary of Significant Accounting Policies (Continued): C. Measurement Focus, Basis of Accounting, and Financial Statement Presentation (Continued) Major Proprietary Funds (Continued) Sewer Fund is used to account for the operations of the City’s sewer system, which is financed in a manner similar to private business enterprises, where the costs, including depreciation, of providing services to the general public on an ongoing basis are financed primarily through user charges. Sanitation Fund is used to account for the fiscal activities of the City’s refuse collection and disposal operation. Non-Major Proprietary Funds Stormwater Fund (Enterprise Fund) is used to account for the fiscal activities of the City’s stormwater drainage operation, as well as the funding and payment of related debt. Internal Service Fund is used to account for the costs of group insurance which are charged to other departments on a cost reimbursement basis. Fiduciary Funds Pension Trust Funds account for activities of police officers, firefighters and general employees retirement plans which accumulate resources for pension benefit payments to qualified employees. Private-sector standards of accounting and financial reporting issued prior to December 1, 1989, generally are followed in both the government-wide and proprietary fund financial statements to the extent that those standards do not conflict with or contradict guidance of the Governmental Accounting Standards Board. Governments also have the option of following subsequent private-sector guidance for their business-type activities and enterprise funds, subject to this same limitation. The government has elected not to follow subsequent private-sector guidance. As a general rule the effect of interfund activity has been eliminated from the government- wide financial statements. Exceptions to this general rule are other charges between the City’s water and sewer function and various other functions of the government. Elimination of these charges would distort the direct costs and program revenues reported for the various functions concerned. CITY OF CLERMONT, FLORIDA NOTES TO FINANCIAL STATEMENTS - Continued September 30, 2008 Note 1 - Summary of Significant Accounting Policies (Continued): C. Measurement Focus, Basis of Accounting, and Financial Statement Presentation (Continued) Amounts reported as program revenues include 1) charges to customers or applicants for goods, services, or privileges provided, 2) operating grants and contributions, and 3) capital grants and contributions, including special assessments. Internally dedicated resources are reported as general revenues rather than as program revenues. Likewise, general revenues include all taxes. Proprietary funds distinguish operatingrevenues and expenses from nonoperatingitems. Operating revenues and expenses generally result from providing services and producing and delivering goods in connection with a proprietary fund’s principal ongoing operations. The principal operating revenues of the City’s water, sewer, sanitation and stormwater utility funds are charges to customers for sales and services. The City also recognizes as operating revenue the meter fees intended to recover the cost of connecting new customers to the system. Operating expenses for enterprise funds include the cost of sales and services, administrative expenses, and depreciation on capital assets. All revenues and expenses not meeting this definition are reported as nonoperating revenues and expenses. When both restricted and unrestricted resources are available for use, it is the government’s policy to use restricted resources first, then unrestricted resources as they are needed. D. Assets, Liabilities, and Net Assets or Equity 1. Deposits and Investments The government’s cash and cash equivalents are considered to be cash on hand, demand deposits, and short-term investments with original maturities of three months or less from the date of acquisition. Investments of the City are reported at fair value. The City’s investments consist of investments authorized per their investment policy adopted in accordance with Section 218.415, Florida Statutes. The City has implemented Government Accounting Standards Board (GASB) Statement No. 40, Deposit and Investment Risk Disclosures. 2. Receivables and Payables Activity between funds that are representative of lending/borrowing arrangements outstanding at the end of the fiscal year are referred to as either “due to/from other funds” (i.e., the current portion of interfund loans) or “advances to/from other funds” (i.e., the non-current portion of interfund loans). All other outstanding balances between funds are reported as “due to/from other funds.” CITY OF CLERMONT, FLORIDA NOTES TO FINANCIAL STATEMENTS - Continued September 30, 2008 Note 1 - Summary of Significant Accounting Policies (Continued): D. Assets, Liabilities, and Net Assets or Equity - (Continued) 2. Receivables and Payables - (Continued) Any residual balances outstanding between the governmental activities and business-type activities are reported in the government-wide financial statements as “internal balances”. Advances between funds, as reported in the fund financial statements, are offset by a fund balance reserve account in applicable governmental funds to indicate that they are not available for appropriation and are not expendable available financial resources. All receivables are shown net of an allowance for uncollectables. The County bills and collects property taxes and remits them to the City. City property tax revenues are recognized when levied to the extent that they result in current receivables. All property is reassessed according to its fair value on the lien date, or January 1 of each year. Taxes are levied on October 1 of each year. Discounts are allowed for early payment at the rate of 4% in the month of November, 3% in the month of December, 2% in the month of January, and 1% in the month of February. The taxes paid in March are without discount. All unpaid taxes become delinquent on April 1 following the year in which they are assessed. On or around May 31 following the tax year, certificates are sold for all delinquent taxes on real property. 3. Inventories and Prepaid Items All inventories are valued at cost using the first-in/first-out (FIFO) method. Inventories of governmental funds are recorded as expenditures when consumed rather than when purchased. Certain payments to vendors reflect costs applicable to future accounting periods and are recorded as prepaid items in both government-wide and fund financial statements. 4. Restricted Assets Certain proceeds of the City’s enterprise fund revenue bonds, as well as certain resources set aside for their repayment, are classified as restricted assets on the balance sheet because they are maintained in separate bank accounts and their use is limited by applicable bond covenants. Assets so designated are identified as restricted assets on the balance sheet. CITY OF CLERMONT, FLORIDA NOTES TO FINANCIAL STATEMENTS - Continued September 30, 2008 Note 1 - Summary of Significant Accounting Policies (Continued): D. Assets, Liabilities, and Net Assets or Equity - (Continued) 5. Capital Assets Capital assets, which include property, plant, equipment, and infrastructure assets (e.g., roads, bridges, sidewalks, and similar items), are reported in the applicable governmental or business-type activities columns in the government- wide financial statements. Capital assets are defined by the City as assets with an initial, individual cost of $750 or more and an estimated useful life in excess of one year. Such assets are recorded at historical cost or estimated historical cost if purchased or constructed. Donated capital assets are recorded at estimated fair market value at the date of donation. The costs of normal maintenance and repairs that do not add to the value of the asset or materially extend asset lives are not capitalized. Major outlays for capital assets and improvements are capitalized as projects are constructed. Interest incurred during the construction phase of capital assets of business-type activities is included as part of the capitalized value of the assets constructed. Capital assets of the City are depreciated using the straight line method over the following estimated useful lives: AssetsYears Buildings10-50 Improvements15-50 Infrastructure30-50 Equipment & machinery3-15 CITY OF CLERMONT, FLORIDA NOTES TO FINANCIAL STATEMENTS - Continued September 30, 2008 Note 1 - Summary of Significant Accounting Policies (Continued): D. Assets, Liabilities, and Net Assets or Equity - (Continued) 6. Compensated Absences It is the City’s policy to permit employees to accumulate earned but unused vacation and sick pay benefits. All vacation pay is accrued when incurred in the government-wide and proprietary financial statements. A portion of sick pay is accrued for employees with at least ten (10) years of service. A liability for these amounts is reported in governmental funds only if they have matured, for example, as a result of employee resignations and retirements. For governmental activities, compensated absences are generally liquidated by the general fund. 7. Long-Term Obligations In the government-wide financial statements, and proprietary fund types in the fund financial statements, long-term debt and other long-term obligations are reported as liabilities in the applicable governmental activities, business-type activities, or proprietary fund type statement of net assets. Bond premiums and discounts, as well as issuance costs, are deferred and amortized over the life of the bonds using the effective interest method. Bonds payable are reported net of the applicable bond premium or discount. Bond issuance costs are reported as deferred charges and amortized over the term of the related debt. In the fund financial statements, governmental fund types recognize bond premiums and discounts, as well as bond issuance costs, during the current period. The face amount of debt issued is reported as other financing sources. Premiums received on debt issuances are reported as other financing sources while discounts on debt issuances are reported as other financing uses. Issuance costs, whether or not withheld from the actual debt proceeds received, are reported as debt service expenditures. 8. Fund Equity In the fund financial statements, governmental funds report reservations of fund balance for amounts that are not available for appropriation or are legally restricted by outside parties for use for a specific purpose. Designations of fund balance represent tentative management plans that are subject to change. CITY OF CLERMONT, FLORIDA NOTES TO FINANCIAL STATEMENTS - Continued September 30, 2008 Note 2 - Prior Period Adjustment Beginning net assets in the water, sewer and stormwater funds have been adjusted for the effects of certain construction in progress related costs that were incorrectly expensed in the prior year. As a result, prior year operating income was understated by $583,994 in the water fund, $54,817 in the sewer fund, and $65,844 in the stormwater fund. Beginning fund balance of the General fund has been adjusted for removing an expenditure twice that did not belong in the prior fiscal year. The effect was to overstate the change in fund balance in the prior year by $250,769. Note 3 - Reconciliation of Government-Wide and Fund Financial Statements: A. Explanation of Certain Differences Between the Governmental Fund Statement of Revenues, Expenditures, and Changes in Fund Balances and the Government-Wide Statement of Activities The governmental fund statement of revenues, expenditures, and changes in fund balances includes a reconciliation between net changes in fund balances - total governmental funds andchanges in net assets of governmental activities as reported in the government-wide statement of activities. One element of that reconciliation explains that “Governmental funds report capital outlays as expenditures. However, in the statement of activities the cost of those assets is allocated over their estimated useful lives and reported as depreciation expense.” The details of this $11,717,216 difference are as follows: Capital outlay$ 13,561,862 Depreciation expense (1,844,646) Net adjustment to increase net changes in fund balances - total governmental funds to arrive at changes in net assets of governmental activities $11,717,216 Another element of that reconciliation states that “the issuance of long-term debt (e.g., bonds, leases) provides current financial resources to governmental funds, while the repayment of the principal of long-term debt consumes the current financial resources of governmental funds. Neither transaction, however, has any effect on net assets.” The details of this $73,724 difference are as follows: Debt issued or incurred: Loan proceeds$ (8,250,000) Principal repayment 8,176,276 Net adjustment to decrease net changes in fund balances - total governmental funds to arrive at changes in net assets of governmental activities $(73,724) CITY OF CLERMONT, FLORIDA NOTES TO FINANCIAL STATEMENTS - Continued September 30, 2008 Note 3 - Reconciliation of Government-Wide and Fund Financial Statements (Continued): A. Explanation of Certain Differences Between the Governmental Fund Statement of Revenues, Expenditures, and Changes in Fund Balances and the Government-Wide Statement of Activities (Continued) Another element of that reconciliation states that “Some expenses reported in the statement of activities do not require the use of current financial resources and therefore are not reported as expenditures in governmental funds.” The details of this difference are as follows: Compensated absences $ 101,531 Accrued interest payable (4,926) Net adjustment to decrease net changes in fund balances - total governmental funds to arrive at changes in net assets of governmental activities $ 96,605 Note 4 - Stewardship, Compliance, and Accountability: Budgetary Information - The City follows these procedures in establishing the budgetary data reflected in the financial statements: (1) Prior to the end of the fiscal year, the City Manager submits to the City Council a proposed operating budget for the fiscal year commencing the following October 1. The operating budget includes proposed expenditures and the means of financing them. (2) Budget workshops are scheduled as needed. (3) The general summary of the budget and notice of public hearing is published in the local newspaper. (4) Public hearings are conducted to obtain taxpayer comments. (5) Prior to October 1, the budgets are legally enacted through passage of a resolution. (6) The City Manager is authorized to transfer budgeted amounts within departments; however, any revisions that alter the total appropriations of any department must be approved by the City Council. (7) The level of classification detail at which expenditures may not legally exceed appropriations is the department level. CITY OF CLERMONT, FLORIDA NOTES TO FINANCIAL STATEMENTS - Continued September 30, 2008 Note 4 - Stewardship, Compliance, and Accountability (Continued): Budgetary Information (Continued) - (8) Appropriations lapse at the close of the fiscal year to the extent they have not been expended. Encumbrance accounting is not used by the City. (9) Budgets are adopted for the general fund, special revenue funds, debt service funds and the capital projects fund on a basis consistent with generally accepted accounting principles, except as described below under Budget Basis of accounting. Budgets are also adopted for the enterprise funds: however, these data are not presented under generally accepted accounting principles. (10) The City Council, by Ordinance or Resolution, may make supplemental appropriations in excess of those originally estimated for the year up to the amount of available revenues. Budgeted amounts presented in the accompanying financial statements have been adjusted for legally authorized revisions. Budgetary Basis of Accounting - The city includes a portion of the prior year’s fund balances represented by unappropriated liquid assets remaining in the fund as budgeted revenue in the succeeding year. The results of operations on a GAAP basis do not recognize the fund balance allocation as revenue as it represents prior periods’ excess of revenues over expenditures. The City does not budget for capital outlay expenditures and other financing sources related to the acquisition of assets through notes payable. Also, the City does not budget for the state pension contributions that must be recorded as intergovernmental revenue and public safety expenditures in the General Fund GAAP financial statements. For the fiscal year ended September 30, 2008 the following adjustments are necessary to convert General Fund revenues, expenditures, and other financing sources on the GAAP basis to the budgetary basis: Other Financing Sources (Uses) RevenuesExpenditures General Fund: GAAP Basis24,300,718$ 32,477,727$ 8,522,481$ Nonbudgeted state pension amounts(464,090) (464,090) - Nonbudgeted notes issued- (8,250,000) (8,250,000) Budgetary basis23,836,628$ 23,763,637$ 272,481$ CITY OF CLERMONT, FLORIDA NOTES TO FINANCIAL STATEMENTS - Continued September 30, 2008 Note 5 - Cash and Investments: Deposits At year-end, the carrying amount of the City's deposits was $154,424 and the bank balance was $366,645. Fiduciary fund cash held by the pension fund is not in the City’s bank. All bank deposits were fully covered by federal depository insurance or by collateral held in banks that are members of the State of Florida's Collateral Pool as specified under Florida law. Florida Statutes provide for collateral pooling by banks and savings and loans. This limits local government deposits to "authorized depositories". Investments Investments in all fund types are stated at fair value, which is the amount for which an investment could be exchanged in a current transaction between willing parties, other than in a forced liquidation sale. Fair value is based on quoted market prices. Changes in the fair value of investments are recognized as revenue and included in investment income. The City’s investment policies are governed by state statute and city ordinance. Authorized investments are: (a) The Local Government Surplus Funds Trust (SBA). (b) SEC registered money market funds. (c) Interest-bearing time deposits or savings accounts in qualified public depositories. (d) Direct obligations of the U.S. Treasury. (e) Federal agencies and instrumentalities. (f) Securities of, or other interests in, any open-end or closed-end management-type investment company or investment trust registered under the Investment Company Act of 1940. (g) Repurchase Agreements. (h) Other investments authorized by ordinance. The assets of the City’s police and firefighters pension funds, as well as the general employees defined benefit pension fund, are invested in the pooled investment fund for the Florida Municipal Pension Trust Fund (FMPTF). Investments held in this fund consist of corporate bonds and stocks and cash equivalents. The fund is stated at fair value, and investment earnings are allocated to participants in the fund based on their equity in this pooled investment account is stated at fair value as provided by the Florida Municipal Pension Fund. CITY OF CLERMONT, FLORIDA NOTES TO FINANCIAL STATEMENTS - Continued September 30, 2008 Note 5 - Cash and Investments (Continued): Investments - (Continued) Investments made by the City of Clermont at September 30, 2008 are summarized below. Defined benefit pension plan investments, other than $7,750,969 in mutual funds investing in equity securities, are included below. In accordance with GASB 31, investments are reported at fair value. Weighted Average Maturity Investment TypeFair ValueCredit Rating Federal Agency Bond$ 15,191,442AAA US Treasury Bond 3,931,314TSY Federal Agency Discount Note 27,435,153A-1+ Repurchase Agreements 8,505,815Unrated<90 days Pension fixed income securities 3,543,188AA/V45.04 years $ 55,063,724 Credit Risk: The City’s investment policy limits credit risk by restricting authorized investments to those described above. Custodial Credit Risk: In the case of deposits, this is the risk that in the event of a bank failure, the City’s deposits may not be returned to it. The City’s investment policy requires that bank deposits be secured as provided by Chapter 280, Florida Statutes. This law requires local governments to deposit funds only in financial institutions designated as qualified public depositories by the Chief Financial Officer of the State of Florida, and creates the Public Deposits Trust Fund, a multiple financial institution pool with the ability to assess its member financial institutions for collateral shortfalls if a default or insolvency has occurred. At September 30, 2008, all of the city’s bank deposits were in qualified public depositories. CITY OF CLERMONT, FLORIDA NOTES TO FINANCIAL STATEMENTS - Continued September 30, 2008 Note 5 - Cash and Investments (Continued): Investments - (Continued) For an investment, this is the risk that, in the event of the failure of the counterparty, the government will not be able to recover the value of its investments or collateral securities that are in the possession of an outside party. At September 30, 2008, none of the investments listed are exposed to custodial credit risk because their existence is not evidenced by securities that exist in physical or book entry form. Concentration of Credit Risk: The City’s investment policy requires diversification, but does not specify limits on types of investments. Interest Rate Risk: The City’s investment policy does not specifically address interest rate risk, however the general investment policy is to apply the prudent-person rule: Investments are made as a prudent person would be expected to act, with discretion and intelligence, to seek reasonable income, preserve capital, and in general, avoid speculative investments. The City manages its exposure to declines in fair values by investing primarily in pooled investments that have a weighted average maturity of less than three months. Note 6 - Receivables: Receivables as of year end for the City’s individual major funds and non-major funds, including the applicable allowances for uncollectible accounts, are as follows: Nonmajor General Water Sewer Sanitation Enterprise FundFundFundFundFundTotal Receivables: Accounts856$ 339,439$ 410,360$ 241,724$ 77,026$ 1,069,405$ Taxes37,326 - 37,326- - - Other212,947 67,008 285 126,397- 406,637 Less allowance for uncollectible accounts (527) (19,982) (22,221) (13,377)(4,557) (60,664) $250,602$ 386,465$ 388,424$ 228,347$198,866$1,452,704 CITY OF CLERMONT, FLORIDA NOTES TO FINANCIAL STATEMENTS - Continued September 30, 2008 Note 7 - Capital Assets: Capital asset activity for the year ended September 30, 2008 was as follows: CITY OF CLERMONT, FLORIDA NOTES TO FINANCIAL STATEMENTS - Continued September 30, 2008 Note 7 - Capital Assets (Continued): Depreciation expense was charged to functions/programs as follows: Governmental activities: General government$ 580,100 Public safety 718,040 Physical environment/transportation 187,398 Culture and recreation 359,108 Total depreciation expense - governmental activities$1,844,646 Business-type activities Water383,453 Sewer770,122 Sanitation307,725 Stormwater89,344 Total depreciation expense - business-type activities$1,550,644 Note 8 - Long-Term Debt: Bonds Payable The City issues bonds to provide funds for the acquisition and construction of major capital assets. Bonds have been issued for both governmental and business-type activities. The original amount of revenue bonds issued in prior years is described below. Revenue bonds outstanding at year end are as follows: aance Bl September 30, Interest Rates Governmental Activitiesand DatesOriginal Amount2008 Maturity 12/1/2003 Public Improvement1.75 - 4.6% Revenue Bonds, to Series 2002 12/1/2017 (6/1 & 12/1)$ 6,965,000$ 4,935,000 Business-Type Activities 12/1/2004 Water and Sewer Revenue4.4 - 5.25% and Refunding Bonds, to Series 2000 12/1/2030 (6/1 & 12/1)$ 17,935,000$ 17,065,000 CITY OF CLERMONT, FLORIDA NOTES TO FINANCIAL STATEMENTS - Continued September 30, 2008 Note 8 - Long-Term Debt (Continued): Bonds Payable - (Continued) Governmental ActivitiesBusiness - Type Activities InterestPrincipalInterest Principal Year ending September 30, 2009$ 440,000$ 202,806$ 410,000$ 892,688 2010 455,000 187,406 430,000 873,725 2011 470,000 170,913 450,000 853,837 2012 490,000 152,700 470,000 832,363 2013 510,000 133,100 490,000 810,363 2014-20182,570,000 325,910 2,855,000 3,658,750 2019-2023 - - 3,675,000 2,834,563 2024-2028 - - 4,765,000 1,740,963 2029-2031 - - 3,520,000 384,848 Total$4,935,000$ 1,172,835$ 17,065,000$ 12,882,100 Notes Payable The City has notes payable for governmental activities only. During 2008, the City entered into two new note payable agreements to finance the acquisition of additional property for Inland Groves. Notes payable outstanding at year end are as follows: Balance September 30, Governmental ActivitiesOriginal Amount2008 Inland Groves South Note, due to individual in quarterly interest only payments of $52,500 (4%). Final principal payment due on July 14, 2008. $ 5,250,000 $ - Capital Improvement Notes, Series 1999 due to SunTrust Bank in ten annual installments of $40,264 (including interest) beginning December 2000. The notes bear an interest rate of 5.742%. The loan was obtained to purchase a fire truck. 300,000 74,087 Inland Groves North Note, due to individual in quarterly interest only payments of $57.828 (4%). Final principal payment due on July 14, 2011. 6,000,000 5,782,778 Pool Property North Note, due to individual in quarterly interest only payments of $90,000 (4%). Final principal payment due on July 14, 2011. 2,250,000 - Total $ 13,800,000 $ 5,856,865 CITY OF CLERMONT, FLORIDA NOTES TO FINANCIAL STATEMENTS - Continued September 30, 2008 Note 8 - Long-Term Debt (Continued): Notes Payable - (Continued) Annual requirements to amortize outstanding notes payable for governmental activities as of September 30, 2008 are as follows: Year endingGovernmental Activities September 30,PrincipalInterest 2009$ 36,010$ 234,531 2010 38,077 232,404 20115,782,778 231,311 Total5,856,865$$ 698,246 Changes in Long-Term Liabilities Long-term liability activity for the year ended September 30, 2008 was as follows: Beginning Due Within BalanceEnding BalanceOne Year AdditionsDeductions Governmental activities Bonds payable- Revenue Bonds$ 5,360,000$ -$ (425,000)$ 4,935,000$ 440,000 Notes payable- Inland Groves South5,250,000 (5,250,000)- - - Revenue note, Series 1999 108,141 - (34,054) 74,087 36,010 Pool Property North 2,250,000- (2,250,000) - - Inland Groves North 6,000,000- (217,222) 5,782,778 - Total notes payable 5,358,141 8,250,000(7,751,276) 5,856,865 36,010 Compensated Absences426,373101,531 - 527,90452,790 Governmental activity long- term liabilities $ 11,144,514$ 8,351,531$(8,176,276)$ 11,319,769$ 528,800 Business-type activities Bonds payable- Revenue Bonds17,455,000 - (390,000) 17,065,000410,000 Less deferred amount: Issuance discount (500,527)- 38,566 (461,961)- Total bonds payable 16,954,473 - (351,434) 16,603,039 410,000 Compensated Absences169,720 99,554- 269,27426,927 Business-type activity long- term liabilities $ 17,124,193$ 99,554$ (351,434)$ 16,872,313$ 436,927 CITY OF CLERMONT, FLORIDA NOTES TO FINANCIAL STATEMENTS - Continued September 30, 2008 Note 9 - Interfund Receivables, Payables and Transfers: The composition of due to/from other funds at September 30, 2008 is as follows: Receivable FundAmountPayable FundAmount Capital Projects$ 995,568General Fund$ 995,568 Capital Projects 3,491,433Infrastructure 3,491,433 Water 7,599,616Sewer 7,599,616 Stormwater 1,000,000Sewer 1,000,000 $ 13,086,617$ 13,086,617 The above due to/from is to record the effect of the amount paid on 2000 series revenue bonds by the water fund for the sewer fund, and to eliminate negative cash balances. Interfund transfers for the year ended September 30, 2008 consisted of the following: Transfer In General Nonmajor Transfers Out: Fund Governmental Total $ 243,338 General Fund $ - $ 243,338 - Infrastructure Special 4,907,519 Revenue Fund - 4,907,519 Nonmajor governmental 19,381820,304 800,923 496,438 Water fund 496,438 - $ 6,467,599 $ 515,819 $ 5,951,780 Most of the transfers above are to cover debt service payments for the 2002 Public Improvement Revenue Bonds and also to cover costs of various capital projects. The transfer out of the Water Fund is to cover non-operating expenditures. CITY OF CLERMONT, FLORIDA NOTES TO FINANCIAL STATEMENTS - Continued September 30, 2008 Note 10 - Retirement Plans: The City maintains three separate single-employer, defined benefit plans for general employees, sworn police officers and firefighters, as well as a defined contribution plan for general employees. The investment and administrative agent for the defined benefit plans is the Florida Municipal Pension Trust Fund, an agent of the multiple-employer Public Employee Retirement System. The assets of the defined contribution plan is administered by Met Life. Defined Benefit Pension Plans -Each plan is independently governed by separate boards of trustees. Assets may not be transferred between plans, or used for any purpose other than to benefit each plan’s participants as defined in their authorizing ordinances. Each board contracts with the Florida Municipal Pension Trust Fund (FMPTF), a private, not-for-profit corporation established by the Florida League of Cities (FLC) for FLC members who wish to use its services. The FMPTF acts as a common investment and administrative agent for its members, contracting with a bank custodian, investment manager and actuary to provide a commingled investment fund and plan valuation services. These plans are included as part of the City’s reporting entity in Pension Trust Funds. The Clermont City Council adopted and may amend plan provisions by resolution. Stand-alone audited financial statements of the FMPTF are maintained on file at the FLC offices in Tallahassee, Florida, and are available upon request to the Pension Services Division. Summary of Significant Accounting Policies Basis of Accounting -The Plans’ financial statements are prepared using the accrual basis of accounting. Plan member contributions are recognized in the period in which the contributions are due. Employer contributions to each Plan are recognized when due and the employer has made a formal commitment to provide the contributions. Benefits and refunds are recognized when due and payable in accordance with the terms of each plan. Method Used to Value Investments -Investments are reported at fair value. Short-term investments are reported at cost, which approximates fair value. Securities traded on a national or international exchange are valued at the last reported sales price at current exchange rates. Investments that do not have an established market are reported at estimated fair value. There are no investments that exceed 5% of the plan net assets. Publicly available financial reports for each plan, that include detailed actuarial data, can be obtained from the City’s Administrative Services Department. CITY OF CLERMONT, FLORIDA NOTES TO FINANCIAL STATEMENTS - Continued September 30, 2008 Note 10 - Retirement Plans (Continued): Plan Descriptions and Contribution Information - Membership of each of the defined benefit pension plans consisted of the following at October 1, 2007, the date of the latest actuarial valuation: General EmployeesPolice Officers Firefighters Retirees and beneficiaries currently receiving benefits12 6 1 Terminated plan members entitled to, but not yet receiving, benefits- 20 54 Active plan members - 49 43 Total 12 75 98 Plan Descriptions- The general employees defined benefit pension plan is for general employees hired prior to September 30, 1985. The police officers’ and firefighters’ defined benefit pension plans are both local law, single employer, defined benefit pension plans as defined under Florida Statutes, Chapters 175 and 185, which covers all sworn police officers and firefighters. Employees are eligible to participate in the plan immediately upon employment with the City, and they are vested in the plan after ten years of service. The normal retirement date for firefighters is the attainment of age 55 and 10 years of service, or earlier attainment of age 52 and 25 years of service. The normal retirement date for police officers is the attainment of age 55 and 10 years of service, or 20 years of service, regardless of age. The normal retirement benefit is the number of years of credited service prior to October 1, 2002 multiplied by 2.25%, and the number of years of credited service after October 1, 2002 multiplied by 3%, and multiplied by the average final monthly compensation. Early retirement is available after age 50 and 10 years of service; however, the early retirement benefit is reduced by 2% for each year before the normal retirement date. Contributions-The City’s actuarially determined contribution rate per the October 1, 2007 actuarial valuations is 0% for general employees, 22.99% for police officers and 19.66% for firefighters. Police officers make a minimum mandatory contribution of 3% and firefighters make a minimum mandatory contribution of 1%, in order to take advantage of the insurance premium tax rebate provided for in the statutes. Administrative costs are deducted from the net assets of the plan. CITY OF CLERMONT, FLORIDA NOTES TO FINANCIAL STATEMENTS - Continued September 30, 2008 Note 10 - Retirement Plans (Continued): Annual Pension Cost and Net Pension Obligation - The City’s annual pension cost and net pension obligation for the current year were as follows: General Police Employees Officers Firefighters Annual Required Contribution (ARC) $ - $ 541,697 $ 410,350 - - Adjustment to ARC - Annual Pension Cost $ - $ 541,697 $ 410,350 The City has always contributed the ARC and thus has never been required to report a net pension obligation. Below is the required three-year trend information on annual pension cost. Three-Year Trend Information General Employees Annual Fiscal Year Pension Percentage of EndingCost (APC)APC Contributed 9/30/08 $ - 100% 9/30/07 19,697 100 9/30/06 19,697 100 Police Officers 9/30/08 $ 541,697 100% 9/30/07 376,518 100 9/30/06 291,677 100 Firefighters 9/30/08$ 410,350 100% 9/30/07 199,989 100 9/30/06 189,164 100 CITY OF CLERMONT, FLORIDA NOTES TO FINANCIAL STATEMENTS - Continued September 30, 2008 Note 10 - Retirement Plans (Continued): Funded Status and Funding Progress – Pension Plans The funded status of each plan as of October 1, 2007, the most recent actuarial valuation date, is as follows: Actuarial UAAL as a Acrued Percentage Actuarial Liability Unfunded Funded Covered of Covered Value of (AAL) - Entry AAL (UAAL) RatioPayroll Payroll Assets (a)Age (b)(b - a)(a / b)(c)((b - a) / c) General Employees822,401$ $822,401$ 100.0%-$ N/A- Police Officers4,905,071 4,905,071 100.0%2,356,375-0.0% Fifefighters1,972,299 1,972,299 100.0%2,031,236-0.0% The schedules of funding progress, presented as required supplementary information (RSI) following the notes to the financial statements, present multiyear trend information about whether the actuarial values of plan assets are increasing or decreasing over time relative to the AALs for benefits. The City uses the aggregate actuarial cost method to value its pension plans, which does not identify or separately amortize unfunded actuarial liabilities. Information about the plan’s funded status and funding progress has been prepared using the entry age actuarial cost method for that purpose, and the information presented is intended to serve as a surrogate for the funded status and funding progress of the plan. Additional information as of the latest actuarial valuation follows: General EmployeesPoliceOfficers Firefighters Valuation date10/1/200710/1/200710/1/2007 Actuarial Cost MethodAggregate CostAggregate CostAggregate Cost Amortization MethodN/AN/AN/A Remaining Amortization PeriodN/AN/AN/A Asset Valuation MethodMarket ValueMarket ValueMarket Value Actuarial Assumptions: Investment rate of return7.5%7.5%7.5% Projected salary increases (including inflation of 3.5%) 0.0%5.5%5.5% CITY OF CLERMONT, FLORIDA NOTES TO FINANCIAL STATEMENTS - Continued September 30, 2008 Note 10 - Retirement Plans (Continued): General Employee Defined Contribution Pension Plan - The defined Contribution Pension Plan for General Employees of the City of Clermont was established October 1, 1985, as defined in Chapter 16, Article IV, of the Clermont Code, and is available to all permanent general employees of the City, once they have completed one year of employment. Employees are fully vested in the plan after ten years of service. In a defined contribution plan, benefits depend solely on amounts contributed to the plan, plus investment earnings. Contributions for, and interest forfeited by, employees who terminate employment before five years of service are used to reduce the City’s current period contributions. Covered payroll for this Plan for fiscal year 2008 was $4,440,059; the City’s total payroll for City employees was $9,699,959. The City contributes annually to the pension account of each active participant an amount equal to ten percent (10%) of the employee’s annual compensation. No contribution is required by employees. The City of Clermont City Council adopted and may amend plan provision by resolution. The actual contribution made by the City for fiscal year 2008 was $444,309. Note 11 - Post-Retirement Benefits: Retired employees have the option of continuing the same type of health and dental insurance coverage available to them while they were employed with the City. The cost of the premiums is shared by the City and the retirees. Note 12 - Risk Management: During fiscal year 1990, the City established an internal service fund to account for its uninsured risk of loss for employee medical and dental coverage. Under this program, the fund provides coverage for the first $50,000 per year in medical, dental, or prescription claims for each covered employee. The City purchases commercial insurance for claims in excess of coverage provided by the fund with a total aggregate stop-loss of $2,000,000. There has been no reduction in insurance coverage from that carried in the prior year. Claims provided have not exceeded insurance coverage in any of the past three fiscal years. CITY OF CLERMONT, FLORIDA NOTES TO FINANCIAL STATEMENTS - Continued September 30, 2008 Note 12 - Risk Management (Continued): The general, water, sewer, sanitation and stormwater funds participate in the program and make payments to the internal service fund based on the number of employees budgeted in each fund. 2008 2007 Claims liabilities, beginning of year $ 272,165 $ 153,177 Incurred claims 2,138,680 1,714,624 Payments on claims (1,996,339) (1,595,636) Claims liabilities, end of year $ 414,506 $ 272,165 Note 13 - Commitments and Contingencies: Litigation - The City is engaged in various liability claims incidental to the conduct of its general government operations at September 30, 2008. While the ultimate outcome of the litigation cannot be determined at this time, management believes that any amounts not covered by insurance, if any, resulting from these lawsuits would not materially affect the financial position of the City. Risk Management - The City is exposed to various risks of loss related to torts; theft of, damage to and destruction of assets; errors and omissions; and natural disasters for which the City carries commercial insurance. The City has obtained excess insurance coverage with varying retentions and limits to further limit exposure to large losses. There have been no significant reductions in insurance coverage from the prior year and settlements have not exceeded insurance coverage during the past three years. RESOLUTION NO. 1162 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CLERMONT, FLORIDA, AMENDING AND RESTATING IN ITS ENTIRETY RESOLUTION NO. 901 ADOPTED FEBRUARY 27, 1996; PROVIDING FOR THE REFUNDING OF CERTAIN OUTSTANDING OBLIGATIONS OF THE CITY AND THE ACQUISITION, CONSTRUCTION AND INSTALLATION OF EXTENSIONS AND IMPROVEMENTS TO THE COMBINED MUNICIPAL WATER AND SEWER SYSTEM OF THE CITY; AUTHORIZING THE ISSUANCE BY THE CITY OF NOT EXCEEDING $18,200,000 IN AGGREGATE PRINCIPAL AMOUNT OF WATER AND SEWER REVENUE AND REFUNDING BONDS, SERIES 2000, TO FINANCE A PART OF THE COST THEREOF, FUND A DEBT SERVICE RESERVE AND PAY THE COSTS OF ISSUANCE OF SUCH BONDS; PLEDGING TO SECURE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON SUCH BONDS CERTAIN PLEDGED FUNDS INCLUDING THE NET REVENUES OF SUCH SYSTEM, IMPACT FEES, ALL MONEYS ON DEPOSIT IN AND INVESTMENTS HELD FOR THE CREDIT OF CERTAIN FUNDS CREATED HEREUNDER AND THE EARNINGS ON SUCH INVESTMENTS; AUTHORIZING A NEGOTIATED SALE AND THE AWARD OF THE SALE OF THE SERIES 2000 BONDS, AND APPROVING THE CONDITIONS AND CRITERIA FOR SUCH SALE; APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF A PURCHASE CONTRACT WITH RESPECT TO THE SERIES 2000 BONDS; AUTHORIZING A PRELIMINARY OFFICIAL STATEMENT AND A FINAL OFFICIAL STATEMENT WITH RESPECT TO THE SERIES 2000 BONDS; APPOINTING THE REGISTRAR AND PAYING AGENT FOR THE SERIES 2000 BONDS AND APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF A REGISTRAR AND PAYING AGENCY AGREEMENT BETWEEN THE AUTHORITY AND SUCH REGISTRAR AND PAYING AGENT; APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF A CONTINUING DISCLOSURE CERTIFICATE; APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF AN ESCROW DEPOSIT AGREEMENT TO PROVIDE FOR THE PAYMENT OF THE NOTES; APPOINTING THE ESCROW AGENT TO SERVE UNDER THE ESCROW DEPOSIT AGREEMENT; SELECTING AN INSURER AND ACCEPTING THE INSURER’S COMMITMENTS RELATING TO A BOND INSURANCE POLICY FOR THE SERIES 2000 BONDS AND A RESERVE FUND INSURANCE POLICY TO MEET THE RESERVE FUND REQUIREMENT; MAKING CERTAIN COVENANTS AND AGREEMENTS FOR THE BENEFIT OF THE HOLDERS OF SUCH BONDS; AND PROVIDING AN EFFECTIVE DATE. C-1 TABLE OF CONTENTS ARTICLE 1 GENERAL Section 1.1. Definitions....................................................................................................................................6 Section 1.2. Authority for Resolution............................................................................................................16 Section 1.3. Resolution to Constitute Contract..............................................................................................16 Section 1.4. Findings......................................................................................................................................16 Section 1.5. Authorization of Initial Project...................................................................................................17 Section 1.6. Authorization of Refunding........................................................................................................17 Section 1.7. Refunding of Notes....................................................................................................................17 ARTICLE 2 AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF BONDS Section 2.1. Authorization of Bonds..............................................................................................................18 Section 2.2. Authorization and Description of Series 2000 Bonds................................................................18 Section 2.3. Application of Series 2000 Bond Proceeds................................................................................19 Section 2.4. Execution of Bonds....................................................................................................................20 Section 2.5. Authentication............................................................................................................................20 Section 2.6. Temporary Bonds.......................................................................................................................20 Section 2.7. Bonds Mutilated, Destroyed, Stolen or Lost..............................................................................21 Section 2.8. Interchangeability, Negotiability and Transfer...........................................................................21 Section 2.9. Form of Bonds............................................................................................................................22 ARTICLE 3 REDEMPTION OF BONDS Section 3.1. Privilege of Redemption.............................................................................................................30 Section 3.2. Selection of Bonds to be Redeemed...........................................................................................30 Section 3.3. Notice of Redemption................................................................................................................30 Section 3.4. Redemption of Portions of Bonds..............................................................................................31 Section 3.5. Payment of Redeemed Bonds.....................................................................................................31 C-2 ARTICLE 4 SECURITY, SPECIAL FUNDS AND APPLICATION THEREOF Section 4.1. Bonds not to be Indebtedness of Issuer......................................................................................31 Section 4.2. Security for Bonds......................................................................................................................32 Section 4.3. Construction Fund......................................................................................................................32 Section 4.4. Funds and Accounts...................................................................................................................33 Section 4.5. Flow of Funds............................................................................................................................33 Section 4.6. RebateFund...............................................................................................................................38 Section 4.7. Investments................................................................................................................................38 Section 4.8. Separate Accounts......................................................................................................................39 ARTICLE 5 COVENANTS Section 5.1. General.......................................................................................................................................39 Section 5.2. Operation and Maintenance........................................................................................................39 Section 5.3. Annual Budget...........................................................................................................................39 Section 5.4. Rates...........................................................................................................................................40 Section 5.5. Books and Records.....................................................................................................................41 Section 5.6. Annual Audit..............................................................................................................................41 Section 5.7. No Mortgage or Sale of the System...........................................................................................41 Section 5.8. Insurance....................................................................................................................................42 Section 5.9. No Free Service..........................................................................................................................42 Section 5.10. No Impairment...........................................................................................................................42 Section 5.11. Compulsory Connections...........................................................................................................42 Section 5.12. Enforcement of Charges.............................................................................................................42 Section 5.13. Covenants With Credit Banks and Insurers................................................................................42 Section 5.14. Special Covenants Relating to Reserve Fund Insurance Policy or Reserve Fund Letter of Credit Generally................................................................................................................43 Section 5.15. Collection of Impact Fees...........................................................................................................43 Section 5.16. Consulting Engineers.................................................................................................................43 Section 5.17. Federal Income Tax Covenants; Taxable Bonds........................................................................43 Section 5.18. Continuing Disclosure................................................................................................................43 C-3 ARTICLE 6 SUBORDINATED INDEBTEDNESS AND ADDITIONAL BONDS Section 6.1. Subordinated Indebtedness.........................................................................................................44 Section 6.2. Issuance of Additional Bonds.....................................................................................................44 Section 6.3. Bond Anticipation Notes............................................................................................................47 Section 6.4. Accession of Subordinated Indebtedness to Parity Status with Bonds.......................................47 ARTICLE 7 DEFAULTS AND REMEDIES Section 7.1. Events of Default........................................................................................................................47 Section 7.2. Remedies....................................................................................................................................47 Section 7.3. Directions to Trustee as to Remedial Proceedings.....................................................................48 Section 7.4. Remedies Cumulative................................................................................................................48 Section 7.5. Waiver of Default.......................................................................................................................48 Section 7.6. Application of Moneys After Default.........................................................................................48 Section 7.7. Control by Insurer or Credit Bank..............................................................................................49 ARTICLE 8 SUPPLEMENTAL RESOLUTIONS Section 8.1. Supplemental Resolution Without Bondholders’ Consent.........................................................49 Section 8.2. Supplemental Resolution With Bondholders’, Insurer’s and Credit Bank’s Consent................50 Section 8.3. Amendment with Consent of Insurer and/or Credit Bank Only.................................................51 ARTICLE 9 MISCELLANEOUS Section 9.1. Defeasance.................................................................................................................................51 Section 9.2. Capital Appreciation Bonds.......................................................................................................52 Section 9.3. Sale of Series 2000 Bonds; Authorization of Execution and Delivery of Purchase Contract.................................................................................................................................52 Section 9.4. Approval of Preliminary Official Statement and Authorization of Official Statement..............53 Section 9.5. Registrar and Paying Agent........................................................................................................53 Section 9.6. Authorization of Execution and Delivery of Registrar and Paying Agency Agreement............53 Section 9.7. Authorization of Execution and Delivery of Continuing Disclosure Certificate........................53 Section 9.8. Escrow Holder............................................................................................................................54 Section 9.9. Authorization of Execution and Delivery of Escrow Deposit Agreement.................................54 C-4 Section 9.10. Provisions Relating to Insurers Generally..................................................................................54 Section 9.11. Authorization of Execution and Delivery of Commitments for a Bond Insurance Policy and Reserve Fund Insurance Policy for the Series 2000 Bonds.................................55 Section 9.12. Provisions Relating to the Bond Insurance Policy for the Series 2000 Bonds...........................55 Section 9.13. Provisions Relating to the FSA Reserve Fund Insurance Policy................................................58 Section 9.14. General Authority.......................................................................................................................59 Section 9.15. No PersonalLiability.................................................................................................................59 Section 9.16. No Third Party Beneficiaries......................................................................................................59 Section 9.17. Severability of Invalid Provisions..............................................................................................59 Section 9.18. Repeal of Inconsistent Resolutions............................................................................................59 Section 9.19. Table of Contents and Headings not Part Hereof.......................................................................59 Section 9.20. Effective Date.............................................................................................................................59 Exhibit A -- Purchase Contract Exhibit B -- Preliminary Official Statement Exhibit C -- Registrar and Paying Agency Agreement Exhibit D -- Continuing Disclosure Certificate Exhibit E -- Escrow Deposit Agreement Exhibit F -- Commitments for Bond Insurance Policy and Reserve Fund Insurance Policy C-5 WHEREAS, the City Council of the City of Clermont, Florida (the “Issuer”), previously adopted Resolution No. 901 on February 27, 1996 authorizing the issuance by the Issuer of its Water and Sewer Revenue and Refunding Bonds, Series 2000; and WHEREAS, it is necessary, desirable and in the best interest of the Issuer that said resolution be amended and restated in its entirety in order to assure and improve the marketability of said bonds; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CLERMONT, FLORIDA: ARTICLE 1 GENERAL Section 1.1. Definitions. When used in this Resolution, the following terms shall have the following meanings, unless the context clearly otherwise requires: “Accountant” shall mean the independent certified public accountant or firm of certified public accountants at the time employed by the Issuer under the provisions of this Resolution to perform and carry out the duties imposed on the Accountant by this Resolution. “Accreted Value” shall mean, as of any date of computation with respect to any Capital Appreciation Bond, an amount equal to the principal amount of such Capital Appreciation Bond (the principal amount at its initial offering) plus the interest accrued on such Capital Appreciation Bond from the date of delivery to the original purchasers thereof to the Interest Date next preceding the date of computation or the date of computation if an Interest Date, such interest to accrue at a rate not exceeding the legal rate, compounded semiannually, plus, with respect to matters related to the payment upon redemption or acceleration of the Capital Appreciation Bonds, if such date of computation shall not be an Interest Date, a portion of the difference between the Accreted Value as of the immediately preceding Interest Date and the Accreted Value as of the immediately succeeding Interest Date, calculated based on the assumption that Accreted Value accrues during any semiannual period in equal daily amounts on the basis of a 360-day year. “Act” shall mean Chapter 166, Part II, Florida Statutes, as amended, and other applicable provisions of law. “Additional Bonds” shall mean the obligations issued at any time under the provisions of Section 6.2 hereof on a parity with the Series 2000 Bonds. “Additional Project” shall mean the acquisition, construction, erection, renovation or reconstruction of additions, extensions and improvements to the System and shall include all property rights, appurtenances, easements, rights of way, franchises and equipment relating thereto and deemed necessary or convenient for the acquisition, construction, erection, renovation, reconstruction, or the operation thereof which shall be financed or refinanced in whole or in part with the proceeds of Additional Bonds. “Amortization Installment” shall mean the amount designated and established as an Amortization Installment with respect to any Term Bonds by Supplemental Resolution. “Annual Audit” shall mean the annual audit prepared pursuant to the requirements of Section 5.5 hereof. “Annual Budget” shall mean the annual budget prepared pursuant to the requirements of Section 5.3 hereof. “Assessments” shall mean the proceeds to be derived from the assessments to be levied against the lands and properties to be specially benefited by the construction of any improvements to the System, including C-6 interest on such assessments and any penalties thereon and moneys received upon the foreclosure of the liens of any such assessments. “Authorized Depository” shall mean the State Board of Administration of Florida or a bank or trust company in the State which is eligible under the laws of the State to receive funds of the Issuer. “Authorized Investments” shall mean any of the following which shall be authorized from time to time by applicable laws of the State for deposit or purchase by the Issuer for the investment of its funds: (1)Direct obligations of (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America and stripped and zero coupon obligations), or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America. (2)Bonds, debentures or notes or other evidences of indebtedness issued or guaranteed by any federal agencies, provided such obligations are backed by the full faith and credit of the United States of America. Stripped securities are only permitted if they have been stripped by the agency itself. (3)Bonds, debentures or notes or other evidences of indebtedness issued or guaranteed by any federal agencies but not backed by the full faith and credit of the United States of America. Stripped securities are only permitted if they have been stripped by the agency itself. (4)Certificates of deposit properly secured at all times by collateral security described in either or both of paragraphs (1) and (2) of this definition. Such certificates must be issued by commercial banks, savings and loan associations or mutual savings banks chartered by the State or the United States of America. The collateral must be held by a third party and the Bondholders must have a perfected first security interest in the collateral. (5)The following investments fully insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation: (A) certificates of deposit, (B) savings accounts, (C) deposit accounts, or (D) money market deposits. (6)Commercial paper rated, at the time of purchase, Prime-1 by Moody’s Investors Service and A-1 or better by Standard & Poor’s. (7)Bankers acceptances with a maximum term of one year, of any bank which has an unsecured, uninsured and unguaranteed obligation rating of Prime-1 or A3 or better by Moody’s Investors Service and A-1 or A or better by Standard & Poor’s. (8)Written repurchase agreements with primary dealers on the Federal Reserve reporting dealer list which are rated A or better by Standard & Poor’s and A2 or better by Moody’s Investors Service, or any bank, savings institution or trust company which is rated A or better by Standard & Poor’s or A2 or better by Moody’s Investors Service. Purchased securities will be limited to those described in paragraphs (1), (2) and (3) of this definition at a margin percentage of 102%. Purchased securities must be held in a separate, segregated account by a tri-party custodian for the benefit of the Issuer, and the Issuer must have a first perfected security interest in all purchased securities. Repurchase agreements must be approved by the Insurer, if any. (9)Investment agreements with providers initially rated at least AA- and Aa3 by Standard & Poor’s and Moody’s Investors Service, respectively, with a provision that (i) if the provider is downgraded below AA- or Aa3 by Standard & Poor’s and Moody’s Investors Service, respectively, the provider must deliver collateral of the type described in paragraph (1) of this definition at a margin percentage of 103%, or of the type described in paragraphs (2) or (3) of this definition at a margin percentage of 104%, and (ii) if the provider is further downgraded below A- or A3 by Standard & Poor’s or Moody’s, respectively, the Issuer will have the right to terminate the agreement and receive all invested amounts plus accrued but unpaid interest without penalty. Investment agreements must be approved by the Insurer, if any. C-7 (10)Money market funds registered under the Investment Company Act of 1940, whose shares are registered under the Securities Act of 1933, as amended, and having a rating by Standard & Poor’s of AAAm-G, AAA-m or AA-m, or by Moody’s Investors Service of Aaa, Aa1 or Aa2. (11)Obligations of state or local government municipal bond issuers that are rated in one of the two highest rating categories by Moody’s Investors Service and Standard & Poor’s. (12)Units of participation in the Local Government Surplus Funds Trust Fund established pursuant to Part IV, Chapter 218, Florida Statutes, as amended, or any similar common trust fund which is established pursuant to State law as a legal depository of public moneys. (13)Such other obligations as shall be permitted to be legal investments of the Issuer by the laws of the State and which are approved in writing by the Insurer or Credit Bank. Rating categories when referred to herein shall be without regard to gradations within such categories, such as “plus” or “minus,” unless otherwise specified. “Authorized Issuer Officer” for the performance on the behalf of the Issuer of any act of the Issuer or the execution of any instrument on behalf of the Issuer shall mean any person authorized by resolution or certificate of the Issuer to perform such act or sign such document. “Available Impact Fees” shall mean the Impact Fees to the extent that such fees or charges have been lawfully levied and collected by the Issuer and may under applicable law be used for the acquisition or construction of the Expansion Facilities or for Impact Fees Debt Service Components. “Bond Amortization Account” shall mean the separate account of that name in the Sinking Fund established pursuant to Section 4.4 hereof. “Bond Counsel” shall mean any attorney at law or firm of attorneys, of nationally recognized standing in matters pertaining to the federal tax exemption of interest on obligations issued by states and political subdivisions, and duly admitted to practice law before the highest court of any state of the United States of America. “Bond Insurance Policy” shall mean the municipal bond new issue insurance policy or policies issued by an Insurer guaranteeing the scheduled payment of the principal of and interest on any portion of the Bonds when due. “Bond Service Requirement” for any Series for any Bond Year shall mean the sum of that portion of the Debt Service Requirement for such Bond Year allocable to the Bonds of such Series and all other payments required by this Resolution to be paid in such Bond Year with respect to the Bonds of such Series, which shall include such Series’ pro rata share of all deposits to the Reserve Fund in such Bond Year, and redemption premiums, if any, payable in such Bond Year. “Bond Year” pertaining to any Series shall mean the annual period commencing each year on the day after the day of the year on which the Bonds of such Series mature, whether or not Bonds of such Series mature in every year or in the Bond Year under consideration (except that the first Bond Year for every Series shall commence on the date of issuance of the Bonds of such Series), and ending on the next succeeding day of the year which shall be such day of the year on which the Bonds of such Series mature. Each Bond Year shall be designated with the number of the calendar year in which such Bond Year ends. “Bondholder” or “Holder” or “holder” shall mean any Person who shall be the registered owner of any Outstanding Bond or Bonds according to the registration books of the Issuer. “Bonds” shall mean the Series 2000 Bonds, together with any Additional Bonds and any Subordinated Indebtedness which accedes to the status of Bonds pursuant to Section 6.4 hereof. C-8 “Book Entry Form” or “Book Entry System” means, with respect to the Series 2000 Bonds, a form of system, as applicable, under which (1) the ownership of beneficial interests in Series 2000 Bonds and debt service payments on Series 2000 Bonds may be transferred only through a book entry and (2) physical Series 2000 Bond certificates in fully registered form are registered only in the name of a Depository or its nominee as Holder, with the physical Series 2000 Bond certificates “immobilized” in the custody of the Depository. “Capital Appreciation Bonds” shall mean those Bonds so designated by Supplemental Resolution, which may be either Serial Bonds or Term Bonds and which shall bear interest payable at maturity or redemption. In the case of Capital Appreciation Bonds that are convertible to Bonds with interest payable prior to maturity or prior to redemption of such Bonds, such Bonds shall be considered Capital Appreciation Bonds only during the period of time prior to such conversion. “Clerk” shall mean the City Clerk of the Issuer or such other person as may be duly authorized by the Issuer to act on his or her behalf. “Code” shall mean the United States Internal Revenue Code of 1986, as the same may be amended from time to time, and the regulations thereunder, whether proposed, temporary or final, promulgated by the Department of the Treasury, Internal Revenue Service, and all other promulgations of said service pertaining thereto. “Construction Fund” shall mean the Construction Fund to be established pursuant to Section 4.3 hereof. “Consulting Engineers” shall mean one or more qualified and recognized consulting engineers or firm of consulting engineers having favorable repute, skill and experience with respect to the planning, construction and operation of public utility systems similar to the System, who shall be retained or employed from time to time by the Issuer, and may be the City Engineer. “Continuing Disclosure Certificate” shall mean the Continuing Disclosure Certificate relating to the Series 2000 Bonds to be executed by the Issuer, substantially in the form attached hereto as Exhibit D. “Cost” when used in connection with a Project, shall mean (1) the Issuer’s cost of physical construction; (2) costs of acquisition by or for the Issuer of such Project; (3) costs of land and interests therein and the cost of the Issuer incidental to such acquisition; (4) the cost of any indemnity and surety bonds and premiums for insurance during construction; (5) all interest due to be paid on the Bonds and other obligations relating to the Project during the construction period of such Project and for a reasonable period thereafter; (6) engineering, legal and other consultant fees and expenses; (7) costs and expenses incidental to the issuance of the Bonds including bond insurance premium, rating agency fees and the fees and expenses of any auditors, insurers, Paying Agent, Registrar, Credit Bank or depository; (8) payments, when due (whether at the maturity of principal or the due date of interest or upon redemption) on any indebtedness of the Issuer (other than the Bonds) incurred for such Project; (9) costs of machinery or equipment required by the Issuer for the commencement of operation of such Project; and (10) any other costs properly attributable to the issuance of the Bonds, and such construction or acquisition, as determined by generally accepted accounting principles and may include reimbursement to the Issuer for any such items of Cost heretofore paid by the Issuer. Any Supplemental Resolution may provide for additional items to be included in the aforesaid Costs. “Credit Bank” shall mean as to any particular Series of Bonds, the Person (other than an Insurer) providing a letter of credit, a line of credit or another credit or liquidity enhancement facility, as designated in the Supplemental Resolution providing for the issuance of such Bonds. “Credit Facility” shall mean as to any particular Series of Bonds, a letter of credit, a line of credit or another credit or liquidity enhancement facility (other than an insurance policy issued by an Insurer), as approved in the Supplemental Resolution providing for the issuance of such Bonds. C-9 “Current Account” shall mean the separate account of that name in the Impact Fees Fund established pursuant to Section 4.4 hereof. “Debt Service Requirement” for any Bond Year shall mean the sum of: (1)The aggregate amount required to pay the interest becoming due on the Bonds, other than Capital Appreciation Bonds, during such Bond Year, except to the extent that such interest shall have been provided by payments into the Interest Account out of Bond proceeds or other sources for a specified period of time. For purposes of this definition, the interest due on any such Bonds which shall have a variable rate of interest shall be assumed to be the greater of (a) 110% of the daily average interest rate on such Variable Rate Bonds during the 12 months ending with the month preceding the date of calculation, or such shorter period that such Bonds shall have been outstanding, or (b) the actual rate of interest borne by such Variable Rate Bonds on the date of calculation. (2)The aggregate amount required to pay the principal becoming due on the Bonds, other than Capital Appreciation Bonds, for such Bond Year. For purposes of this definition: (a) the stated maturity date of any Term Bonds shall be disregarded and the principal of such Term Bonds shall be deemed to be due in the Bond Years and in the amounts of the Amortization Installments applicable to such Term Bonds; and (b) the principal amount of any single maturity of Term Bonds for which the Issuer shall have established no Amortization Installments shall be deemed to be due in the Bond Years and in such amounts as shall provide for the amortization of such principal amount over a term equal to the number of years such Term Bonds shall be Outstanding to such maturity and in equal annual installments of combined principal and interest; provided, however, that if the Issuer has employed a Credit Facility in connection with any such Term Bonds having no Amortization Installments the amortization of such Term Bonds shall be deemed to correspond to the applicable terms of such Credit Facility. (3)The aggregate amount required to pay the Accreted Value due on any Capital Appreciation Bonds maturing in such Bond Year. “Depository” means any securities depository that is a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, operating and maintaining, with its participants or otherwise, a Book Entry System to record ownership of beneficial interests in Series 2000 Bonds, and to effect transfers of Series 2000 Bonds, in Book Entry Form, and includes and means initially The Depository Trust Company (a limited purpose trust company), New York, New York. “Escrow Account” shall mean the Escrow Account held for the benefit of the holders of the Notes by the Escrow Holder under the Escrow Deposit Agreement. “Escrow Deposit Agreement” shall mean the Escrow Deposit Agreement which shall be executed and delivered by and between the Issuer and the Escrow Holder, which agreement shall be in substantially the form attached hereto as Exhibit E. “Escrow Holder” shall mean the bank or trust company which shall execute the Escrow Deposit Agreement with the Issuer and which shall be appointed pursuant to Section 9.8 hereof. “Escrow Requirement” shall have the meaning assigned to such term in the Escrow Deposit Agreement. “Expansion Facilities” shall mean all those improvements, extensions and additions to the System, including all lands and interests therein, franchises, plants, buildings, machinery, fixtures, equipment, pipes, mains, and all other property, real and personal, tangible and intangible, which shall be constructed or acquired in order to meet the increased demand upon the System, whether actual or anticipated, created by new users connecting to the System. “Expansion Percentage” as applied to each Series of Bonds issued wholly or in part to finance or refinance Expansion Facilities shall mean a fraction having a numerator equal to the principal amount of the Bonds C-10 of such Series which are attributable to Expansion Facilities, as shall be determined by the Qualified Independent Consultant and set forth in the Project Certificate relating to such Series, and a denominator equal to the original aggregate principal amount of all Bonds of such Series. Provided, however, that if amounts on deposit in the Impact Fee Stabilization Account are, pursuant to Section 4.5(A) hereof, withdrawn therefrom and applied to the purchase or redemption of Bonds prior to maturity, then the numerator of the foregoing fraction shall be reduced by the amounts so withdrawn and the denominator shall be reduced by the total principal amount of the Bonds so purchased or redeemed. For purposes of the preceding sentence, Term Bonds redeemed from amounts on deposit in the Bond Amortization Account shall not be considered to have been redeemed prior to their maturity date. “Federal Securities” shall mean direct obligations of the United States of America and obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, none of which permit redemption prior to maturity at the option of the obligor. Federal Securities shall include any certificates or any other evidences of an ownership interest in the aforementioned obligations or in specified portions thereof (which may consist of specified portions of the interest thereon). “Fiscal Year” shall mean the period commencing on October 1 of each year and continuing through the next succeeding September 30, or such other period as may be prescribed by law. “Fitch” shall mean Fitch, Inc., the nationally recognized securities rating firm, and any successor or successors thereto; and if such corporation shall be dissolved or liquidated or shall no longer perform securities rating functions, shall mean any other nationally recognized securities rating firm designated by the Issuer and approved by the Insurer and/or the Credit Bank, as applicable. “FSA” shall mean Financial Security Assurance Inc., a New York stock insurance company, or any successor thereto or assignee thereof. “FSA Reserve Fund Insurance Policy” shall mean the Municipal Bond Debt Service Reserve Fund Insurance Policy issued by FSA. “Governing Body” shall mean the City Council of the Issuer or its successor in function. “Gross Revenues” shall mean all income and moneys, excluding Assessments and Impact Fees, received by the Issuer from the Rates, or otherwise received by the Issuer or accruing to the Issuer in the management and operation of the System, calculated in accordance with generally accepted accounting principles employed in the operation of public utility systems similar to the System, including, without limiting the generality of the foregoing, all earnings and income derived from the investment of moneys under the provisions of this Resolution which are transferred to the Revenue Fund or the Interest Account as herein provided. “Impact Fees” shall mean all non-refundable (except at the option of the Issuer) system development fees, capital expansion fees, utility improvement fees or other similar fees and charges separately imposed by the Issuer upon new customers of the System as a nonuser capacity charge for a proportionate share of the cost of the acquisition or construction of Expansion Facilities, which are imposed by the Issuer for the purpose of allocating to such customers a portion of the cost of the additional System capacity made necessary by the extension or expected extension of System services to such new customers. “Impact Fees Debt Service Component” for any Bond Year shall mean the amount of Available Impact Fees equal to the total of the products determined for all Series of Bonds issued wholly or in part to finance Expansion Facilities by multiplying the Bond Service Requirement for each such Series by the Expansion Percentage for such Series. “Impact Fees Fund” shall mean the Impact Fees Fund established pursuant to Section 4.4 hereof. “Impact Fees Stabilization Account” shall mean the separate account of that name in the Impact Fees Fund established pursuant to Section 4.4 hereof. C-11 “Initial Project” shall mean the acquisition, construction, erection, renovation or reconstruction of additions, extensions and improvements to the System, as more particularly described in and in accordance with certain plans on file or to be on file with the Issuer, with such changes, deletions, additions or modification to the enumerated improvements, equipment and facilities, or such other improvements as shall be designated and approved by Supplemental Resolution in accordance with the Act. “Insurer” shall mean such Person as shall be in the business of insuring or guaranteeing the payment of principal of and interest on municipal securities and whose credit is such that, at the time of any action or consent required or permitted by the Insurer pursuant to the terms of this Resolution, all municipal securities insured or guaranteed by it are then rated, because of such insurance or guarantee, in one of the two highest rating categories (without regard to gradations) by Moody’s Investors Service, Fitch or Standard and Poor’s, and with respect to any Series of Bonds, the Insurer which shall have insured or guaranteed payment of the principal of or interest on such Bonds. “Interest Account” shall mean the separate account of that name in the Sinking Fund established pursuant to Section 4.4hereof. “Interest Date” shall mean such date or dates for the payment of interest on a Series of Bonds as shall be provided by Supplemental Resolution. “Issuer” shall mean the City of Clermont, Florida. “Maximum Debt Service Requirement” shall mean, as of any particular date of calculation, the greatest annual Debt Service Requirement for the Bonds for the then current or any future Bond Year. “Maximum Interest Rate” shall mean, with respect to any particular Variable Rate Bonds, a numerical rate of interest, which shall be set forth in the Supplemental Resolution delineating the details of such Bonds, that shall be the maximum rate of interest such Bonds may at any time bear in the future in accordance with the terms of such Supplemental Resolution. “Mayor” shall mean the Mayor of the Issuer or such other person as may be duly authorized by the Issuer to act on his or her behalf. “Moody’s Investors Service” shall mean Moody’s Investors Service, the nationally recognized securities rating firm, and any successor or successors thereto; and if such corporation shall be dissolved or liquidated or shall no longer perform securities rating functions, shall mean any other nationally recognized securities rating firm designated by the Issuer and approved by the Insurer and/or the Credit Bank, as applicable. “Net Revenues” shall mean Gross Revenues less Operating Expenses. “Notes” shall mean the Issuer’s Water and Sewer Revenue and Refunding Bond Anticipation Notes, Series 1996, dated as of March 1, 1996, or any series of refunding notes issued pursuant to the Note Resolution to refund any series of refunding notes previously issued pursuant to the Note Resolution. “Note Resolution” shall mean the resolution adopted by the Governing Body of the Issuer on February 27, 1996, as supplemented, authorizing the issuance of the Notes. “Operating Expenses” shall mean the Issuer’s expenses for operation, maintenance and repairs with respect to the System and shall include, without limiting the generality of the foregoing, administration expenses, insurance and surety bond premiums, the fees to the provider of a Reserve Fund Insurance Policy or Reserve Fund Letter of Credit (but excluding any expenses or reimbursement obligations for draws made thereunder), the fees of any rebate compliance service or of Bond Counsel relating to compliance with the provisions of Section 148 of the Code, legal and engineering expenses, ordinary and current rentals of equipment or other property, refunds of moneys lawfully due to others, payments to others for disposal of sewage or other wastes, payments to pension, retirement, health and hospitalization funds, and any other expenses required to be paid for or C-12 with respect to proper operation or maintenance of the System, all to the extent properly attributable to the System in accordance with generally accepted accounting principles employed in the operation of public utility systems similar to the System, and disbursements for the expenses, liabilities and compensation of any Paying Agent or Registrar under this Resolution, but does not include any costs or expenses in respect of original construction or improvement other than expenditures necessary to prevent an interruption or continuance of an interruption of the Gross Revenues, or any provision for interest, depreciation, amortization or similar charges. “Outstanding” shall mean all Bonds theretofore and thereupon being authenticated and delivered, except (1) any Bond in lieu of which another Bond or other Bonds have been issued under an agreement to replace lost, mutilated or destroyed Bonds, (2) any Bond surrendered by the Holder thereof in exchange for another Bond or other Bonds under Section 2.6 and Section 2.8 hereof, (3) Bonds deemed to have been paid pursuant to Section 9.1 hereof, and (4) Bonds canceled after purchase in the open market or because of payment at or redemption prior to maturity. “Paying Agent” shall mean the entity appointed pursuant to Section 9.5 hereof, when acting in its capacity as paying agent for the Series 2000 Bonds under the Registrar and Paying Agency Agreement. “Person” shall mean an individual, a corporation, a partnership, an association, a joint stock company, a trust, any unincorporated organization or governmental entity. “Pledged Funds” shall mean the Pledged Revenues and, until applied in accordance with the provisions of this Resolution, the proceeds of the Bonds and all moneys, including investments thereof, in the funds and accounts established hereunder, except the Rebate Fund and the Impact Fee Stabilization Account. “Pledged Revenues” shall mean the Net Revenues and the Impact Fees Debt Service Components. “Preliminary Official Statement” shall mean the Preliminary Official Statement relating to the Series 2000 Bonds, substantially in the form attached hereto as Exhibit B. “Prerefunded Obligations” shall mean any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state (1) which are (a) not callable prior to maturity or (b) as to which irrevocable instructions have been given to the fiduciary for such bonds or other obligations by the obligor to give due notice of redemption and to call such bonds for redemption on the date or dates specified in such instructions, (2) which are fully secured as to principal, redemption premium, if any, and interest by a fund consisting only of cash or Federal Securities, secured in the manner set forth in Section 9.1 hereof, which fund may be applied only to the payment of such principal of, redemption premium, if any, and interest on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as the case may be, (3) as to which the principal of and interest on the Federal Securities deposited in such fund with any cash on deposit in such fund, are sufficient, as verified by an independent certified public accountant, to pay principal of, redemption premium, if any, and interest on the bonds or other obligations on the maturity date or dates thereof or on the redemption date or dates specified in such irrevocable instructions, and (4) which are rated in the highest rating category of Standard & Poor’s and of Moody’s Investors Service. “Principal Account” shall mean the separate account of that name in the Sinking Fund established pursuant to Section 4.4 hereof. “Project” shall mean the Initial Project and any Additional Project. “Project Certificate” shall mean that certificate of the Qualified Independent Consultant filed with the Issuer at or prior to the delivery of any Series of Bonds issued wholly or in part to finance Expansion Facilities setting forth the estimated total cost of the Project, the estimated cost of the Expansion Facilities portion of the Project and the Expansion Percentage. C-13 “Purchase Contract” shall mean the Bond Purchase Agreement to be executed by the Issuer and the Underwriter, substantially in the form attached hereto as Exhibit A. “Qualified Independent Consultant” shall mean one or more qualified and recognized independent consultants, having favorable repute, skill and experience with respect to the acts and duties required of a qualified independent consultant to be provided to the Issuer, as shall from time to time be retained by the Issuer to perform the acts and carry out the duties herein provided for such consultants. The Qualified Independent Consultant may be also the Accountant or the Issuer’s Consulting Engineers. “Rates” shall mean the rates, fees, rentals and other charges which shall be made and collected by the Issuer for the use of the product, services and facilities to be provided by the System. “Rate Stabilization Fund” shall mean the Rate Stabilization Fund established pursuant to Section 4.4 hereof. “Rebate Fund” shall mean the Rebate Fund established pursuant to Section 4.4 hereof. “Redemption Price” shall mean, with respect to any Bond or portion thereof, the principal amount or portion thereof, plus the applicable premium, if any, payable upon redemption thereof pursuant to such Bond or Supplemental Resolution. “Registrar” shall mean the entity appointed pursuant to Section 9.5 hereof, when acting in its capacity as registrar for the Series 2000 Bonds under the Registrar and Paying Agency Agreement. “Registrar and Paying Agency Agreement” shall mean the Registrar and Paying Agency Agreement to be executed by the Issuer and the Registrar and Paying Agent, substantially in the form attached hereto as Exhibit C. “Renewal and Replacement Fund” shall mean the Renewal and Replacement Fund established pursuant to Section 4.4 hereof. “Renewal and Replacement Fund Requirement” shall mean, on the date of calculation, an amount of money equal to the lesser of (1) $250,000 or (ii) such other amount as may be recommended to the Issuer by the Qualified Independent Consultant and approved by the Governing Body as an amount appropriate for the purposes of this Resolution. “Reserve Fund” shall mean the Reserve Fund established pursuant to Section 4.4 hereof. “Reserve Fund Insurance Policy” shall mean the insurance policy deposited in the Reserve Fund in lieu of or in partial substitution for cash on deposit therein pursuant to Section 4.5(D). “Reserve Fund Letter of Credit” shall mean a Credit Facility (other than a Reserve Fund Insurance Policy) issued by any bank or national banking association, insurance company or other financial institution and then on deposit in the Reserve Fund in lieu of or in partial substitution for cash on deposit therein pursuant to Section 4.5(D) hereof. “Reserve Fund Requirement” shall mean, as of any date of calculation, an amount equal to the lesser of (1) the Maximum Debt Service Requirement, (2) 125% of the average annual Debt Service Requirement, or (3) 10% of the proceeds of each Series of Outstanding Bonds. In computing the Reserve Fund Requirement, the interest rate on Variable Rate Bonds shall be assumed to be the greater of (a) 110% of the daily average interest rate on such Variable Rate Bonds during the twelve (12) months ending with the month preceding the date of calculation, or such shorter period of time that such Bonds shall have been Outstanding, or (b) the actual rate of interest borne by the Variable Rate Bonds on such date of calculation. C-14 “Resolution” and “this Resolution” shall mean this instrument, as the same may from time to time be amended, modified or supplemented by any and all Supplemental Resolutions. “Revenue Fund” shall mean the Revenue Fund established pursuant to Section 4.4 hereof. “Securities” shall mean Federal Securities and Prerefunded Obligations. “Serial Bonds” shall mean all of the Bonds other than the Term Bonds. “Series” shall mean all the Bonds delivered on original issuance in a simultaneous transaction and identified pursuant to Section 2.1 and Section 2.2 hereof or in a Supplemental Resolution authorizing the issuance by the Issuer of such Bonds as a separate Series, regardless of variations in maturity, interest rate, Amortization Installments or other provisions. “Series 2000 Bonds” shall mean the Issuer’s Water and Sewer Revenue and Refunding Bonds, Series 2000, authorized pursuant to Section 2.2 hereof. “Sinking Fund” shall mean the Sinking Fund established pursuant to Section 4.4 hereof. “Standard & Poor’s” shall mean Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc., the nationally recognized securities rating firm, and any successor and successors thereto; and if such corporation shall be dissolved or liquidated or shall no longer perform securities rating functions, shall mean any other nationally recognized securities rating firm designated by the Issuer and approved by the Insurer and/or the Credit Bank, as applicable. “State” shall mean the State of Florida. “Subordinated Indebtedness” shall mean that indebtedness of the Issuer, subordinate and junior to the Bonds, issued in accordance with the provisions of Section 6.1 hereof and any Variable Rate Bonds which become Subordinated Indebtedness in accordance with Section 6.2 hereof. “Supplemental Resolution” shall mean any resolution of the Issuer amending or supplementing this Resolution, adopted and becoming effective prior to the issuance of the Series 2000 Bonds or in accordance with the terms of Section 8.1, Section 8.2 and Section 8.3 hereof. “System” shall mean any and all water production, transmission, purification and distribution facilities and appurtenant facilities, and all sewage collection, transmission, treatment and disposal facilities and appurtenant facilities now owned and operated or hereafter owned and operated by the Issuer, which System shall also include any and all improvements, extensions and additions thereto hereafter constructed or acquired which shall be financed either from the proceeds of Bonds or from any other funds or sources, together with all property, real or personal, tangible or intangible, now or hereafter owned or used in connection therewith. “Taxable Bond” shall mean any Bond which states, in the body thereof, that the interest income thereon is includable in the gross income of the Holder thereof for federal income taxation purposes. “Term Bonds” shall mean those Bonds which shall be designated as Term Bonds hereby or by Supplemental Resolution and which are subject to mandatory redemption by Amortization Installments. “Underwriter” shall mean PaineWebber Incorporated. “Variable Rate Bonds” shall mean Bonds issued with a variable, adjustable, convertible or other interest rate which at the date of issue is not fixed as one or more stated percentages for the entire term of such Bonds. C-15 The terms “herein,” “hereunder,” “hereby,” “hereto,” “hereof,” and any similar terms, shall refer to this Resolution; the term “heretofore” shall mean before the date of adoption of this Resolution; and the term “hereafter” shall mean after the date of adoption of this Resolution. Words importing the singular number include the plural number, and vice versa. Section 1.2.Authority for Resolution. This Resolution is adopted pursuant to the provisions of the Act. Section 1.3.Resolution to Constitute Contract. In consideration of the purchase and acceptance of any or all of the Bonds by those who shall hold the same from time to time, the provisions of this Resolution shall be deemed to be and shall constitute a contract between the Issuer and the Holders from time to time of the Bonds and shall be a part of the contract of the Issuer with any Credit Bank and any Insurer. The pledge made in this Resolution and the provisions, covenants and agreements herein set forth to be performed by or on behalf of the Issuer shall be for the equal benefit, protection and security of the Holders of any and all of the Bonds and for the benefit, protection and security of any Credit Bank and any Insurer. All of the Bonds, regardless of the time or times of their issuance or maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds over any other thereof except as expressly provided in or pursuant to this Resolution. Section 1.4.Findings. It is hereby ascertained, determined and declared as follows: (A)For the benefit of its inhabitants, the Issuer presently owns, operates and maintains the System for the supply and distribution of water for domestic, commercial and industrial use and for the collection, treatment and disposal of sewage. (B)The Issuer deems it necessary, desirable and in the best interest of the Issuer that the Initial Project be acquired and constructed. The Cost of the Initial Project shall be financed with the proceeds of the Series 2000 Bonds. (C)The Issuer has heretofore issued and has presently outstanding and unpaid the Notes. (D)The Issuer deems it necessary, desirable and in the best financial interest of the Issuer that the Notes be refunded. Simultaneously with the issuance of the Series 2000 Bonds, a sufficient portion of the proceeds of the Series 2000 Bonds and other funds available will be paid by the Issuer to the Escrow Holder for deposit by the Escrow Holder into the Escrow Account established pursuant to the Escrow Deposit Agreement, to effectuate the refunding and defeasance of the Notes pursuant to the provisions of the Note Resolution. (E)The Issuer deems it necessary, desirable and in the best interest of the Issuer that the Pledged Funds be pledged to the payment of the principal of and interest on the Bonds. No part of the Pledged Funds has been pledged or encumbered in any manner except that a portion of the Pledged Funds are presently pledged for the payment of the principal of and interest on the Notes. (F)The estimated Gross Revenues to be derived in each year hereafter from the operation of the System will be sufficient to pay Operating Expenses, the principal of and interest on the Bonds, as the same become due, and all other payments provided for in this Resolution. (G)The principal of and interest on the Bonds and all other payments provided for in this Resolution will be paid solely from the sources herein provided in accordance with the terms hereof; and no ad valorem taxing power of the Issuer will ever be exercised nor will any Holder of any Bond or any Credit Bank or any Insurer have the right to compel the exercise of such ad valorem taxing power to pay the principal of or interest on the Bonds or to make any other payments provided for in this Resolution, and the Bonds shall not constitute a lien upon the System or upon any other property of the Issuer or situated within its corporate territorial limits, except the Pledged Funds. C-16 (H)The Issuer is advised that due to the present volatility of the market for public obligations such as the Series 2000 Bonds, it is in the best interest of the Issuer to sell the Series 2000 Bonds by a negotiated sale, allowing the Issuer to enter into the market at the most advantageous time, rather than any specified advertised future date, thereby permitting the Issuer to obtain the best possible price, interest rates and other terms for the Series 2000 Bonds and, accordingly, the Issuer does hereby find and determine that it is in the best financial interest of the Issuer that a negotiated sale of the Series 2000 Bonds be authorized. (I)The Underwriter has orally agreed to use its best efforts to submit to the Issuer an offer to purchase the Series 2000 Bonds in the form of the Purchase Contract upon terms acceptable to the Issuer as hereinafter authorized, and it is in the best financial interest of the Issuer to accept the offer of the Underwriter to purchase the Series 2000 Bonds at a negotiated sale and to authorize the execution and delivery of the Purchase Contract in the manner and upon the terms hereinafter provided; and upon the execution of the Purchase Contract by the Issuer and the Underwriter, the Series 2000 Bonds shall be sold to the Underwriter pursuant to the terms and provisions of the Purchase Contract. (J)The Issuer is advised that because the terms of the Series 2000 Bonds cannot be determined on the date of adoption of this Resolution, it is in the best interest of the Issuer to delegate to the Mayor or the Issuer’s Finance Director, in the manner hereinafter provided, the authority to determine the terms of the Series 2000 Bonds not specified herein, including but not limited to their date, amortization schedule, maturity dates, interest rates and redemption provisions. (K)It is appropriate that the Issuer approve the Preliminary Official Statement for the purpose of acquainting potential investors with pertinent information with respect to the Issuer and the Series 2000 Bonds and that the Issuer authorize the distribution of a final official statement prior to or contemporaneously with the issuance and delivery of the Series 2000 Bonds. For this purpose, it is appropriate that the Preliminary Official Statement be approved and that preparation and distribution of a Final Official Statement in the manner hereinafter provided be authorized in substantially the form of the Preliminary Official Statement, the final form thereof to be approved by the Mayor or the Issuer’s Finance Director at any time at or prior to the issuance of the Series 2000 Bonds. (L)It is necessary and appropriate that the Issuer appoint a Registrar and Paying Agent for the Series 2000 Bonds. In order to provide for the services of a Registrar and Paying Agent for the Series 2000 Bonds, it is necessary and appropriate that the Issuer authorize the execution and delivery of the Registrar and Paying Agency Agreement between the Issuer and the Registrar and Paying Agent in the manner hereinafter provided. (M)In order to provide for compliance with the requirements with Securities and Exchange Commission Rule 15c2-12, it is necessary and appropriate that the Issuer authorize the execution and delivery of the Continuing Disclosure Certificate in the manner hereinafter provided. (N)It is appropriate that the Issuer select an Insurer to provide a Bond Insurance Policy to secure the payment of the Series 2000 Bonds and a Reserve Fund Insurance Policy to satisfy the portion of the Reserve Fund Requirement attributable to the Series 2000 Bonds. For this purpose, it is necessary and appropriate that the Issuer authorize the execution and delivery of commitments for a Bond Insurance Policy for the Series 2000 Bonds and the FSA Reserve Fund Insurance Policy in the manner hereinafter provided. Section 1.5.Authorization of Initial Project. The acquisition and construction of the Initial Project in the manner herein provided is hereby authorized. Section 1.6.Authorization of Refunding. The refunding of the Notes in the manner herein provided is hereby authorized. Section 1.7.Refunding of Notes. Simultaneously with the delivery of the Series 2000 Bonds to the purchaser or purchasers thereof, the Issuer will enter into the Escrow Deposit Agreement with the Escrow Holder. At the time the Escrow Deposit Agreement is executed, the Issuer will furnish to the Escrow Holder C-17 appropriate documentation to demonstrate that the sum being deposited with the Escrow Holder pursuant to this Resolution, together with other funds deposited into the Escrow Account pursuant to the provisions of the Escrow Deposit Agreement, shall be equal to the Escrow Requirement and that such moneys and the investments to be made pursuant to the Escrow Deposit Agreement will be sufficient to produce the moneys required to make all payments described in the Escrow Deposit Agreement for the full and complete refunding and defeasance of the Notes. ARTICLE 2 AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF BONDS Section 2.1.Authorization of Bonds. The Issuer hereby authorizes the issuance of Bonds of the Issuer to be designated as “City of Clermont, Florida, Water and Sewer Revenue Bonds,” which may be issued in one or more Series as hereinafter provided. The aggregate principal amount of the Bonds which may be executed and delivered under this Resolution is not limited except as may hereafter be provided by Supplemental Resolution or as limited by the Act or by other applicable law. The Bonds may, if and when authorized by the Issuer pursuant to this Resolution or Supplemental Resolution, be issued in one or more Series, with such further appropriate particular designations added to or incorporated in such title for the Bonds of any particular Series as the Issuer may determine and as may be necessary to distinguish such Bonds from the Bonds of any other Series. Each Bond shall bear upon its face the designation so determined for the Series to which it belongs. The Bonds shall be issued for such purpose or purposes; shall bear interest at such rate or rates not exceeding the maximum rate permitted by law; and shall be payable in lawful money of the United States of America on such dates; all as determined by this Resolution or by Supplemental Resolution. From and after any maturity date of any of the Bonds (deposit of moneys and/or Securities for the payment of the principal and interest on such Bonds having been made by the Issuer with the Paying Agents), notwithstanding that any of such Bonds shall not have been surrendered for cancellation, no further interest shall accrue upon the principal or upon the interest which shall have accrued and shall then be due on such date, and such Bonds shall cease to be entitled to any lien, benefit or security under this Resolution, and the Holders shall have no rights in respect of such Bonds except to receive payment of such principal and unpaid interest accrued to the maturity date. The Bonds shall be issued in such denomination or denominations and such form, whether coupon or registered; shall be dated such date or dates; shall bear such numbers; shall be payable at such place or places; shall contain such redemption provisions; shall have such Paying Agents and Registrars; shall mature in such years and amounts; and the proceeds shall be used in such manner all as determined by this Resolution or by Supplemental Resolution. The Issuer may issue Bonds which may be secured by a Credit Facility or by a Bond Insurance Policy all as shall be determined by this Resolution or by Supplemental Resolution. Section 2.2.Authorization and Description of Series 2000 Bonds. A Series of Bonds entitled to the benefit, protection and security of this Resolution is hereby authorized to be issued in an aggregate principal amount not to exceed $18,200,000 for the principal purpose of financing a part of the cost of acquiring and constructing the Initial Project, refunding the Notes, funding the Reserve Fund and paying certain costs of issuance incurred with respect to such Series. Such Series shall be designated as, and shall be distinguished from the Bonds of all other Series by the title “City of Clermont, Florida, Water and Sewer Revenue and Refunding Bonds, Series 2000,” provided the Issuer may change such designation in the event that the Series 2000 Bonds are not issued in calendar year 2000. The Series 2000 Bonds shall be dated as of the first day of the month in which occurs the delivery of the Series 2000 Bonds to the purchaser or purchasers thereof or such other date as may be set forth by Supplemental Resolution; shall be issued as fully registered Bonds; and shall be numbered consecutively from one upward in order of maturity preceded by the letter “R;” shall be in such denominations and shall bear interest at a rate or rates not exceeding the maximum rate permitted by law (calculated on the basis of a 360-day year of twelve 30-day months), payable in such manner and on such dates; shall consist of such amounts of Serial Bonds, Term C-18 Bonds, Variable Rate Bonds and Capital Appreciation Bonds, maturing in such amounts and in such years not exceeding thirty (30) years from their date; shall have such Paying Agents and Registrars; and shall contain such redemption provisions; all as the Issuer shall hereafter provide by Supplemental Resolution. The principal of or Redemption Price, if applicable, on the Series 2000 Bonds is payable upon presentation and surrender of the Series 2000 Bonds at the office of the Paying Agent. Interest payable on any Series 2000 Bond on any Interest Date will be paid by check or draft of the Paying Agent to the Holder in whose name such Bond shall be registered at the close of business on the date which shall be the fifteenth day (whether or not a business day) of the calendar month next preceding such Interest Date, or, unless otherwise provided by Supplemental Resolution, at the option of the Paying Agent, and at the request and expense of such Holder, by bank wire transfer for the account of such Holder. In the event the interest payable on any Series 2000 Bond is not punctually paid or duly provided for by the Issuer on such Interest Date, such defaulted interest will be paid to the Holder in whose name such Bond shall be registered at the close of business on a special record date for the payment of such defaulted interest as established by notice to such Holder, not less than ten (10) days preceding such special record date. All payments of principal of or Redemption Price, if applicable, and interest on the Series 2000 Bonds shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. A Depository may act as securities depository for the Series 2000 Bonds. The ownership of one fully-registered, certificated Series 2000 Bond for each maturity, each in the aggregate principal amount of such maturity, may be registered in the name of a Depository or its nominee. The Series 2000 Bonds in a Book Entry System registered in the name of a Depository or its nominee shall be payable in lawful money of the United States of America in immediately available funds (i) in the case of principal of and any premium on such Series 2000 Bonds, delivered or transmitted to the Depository or its authorized representative when due, and (ii) in the case of interest on the Series 2000 Bonds, delivered or transmitted on any date interest is due to the Depository or nominee that was the Holder of that Series 2000 Bond (or one or more predecessor Series 2000 Bonds) at the close of business on the record date applicable to that interest payment date. The Issuer will recognize the Depository or its nominee as the Holder for all purposes, including notices. Conveyance of notices and other communications by the Depository to participants, by participants to indirect participants, and by participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory and regulatory requirements as may be in effect from time to time. In the event that (i) the Depository determines to discontinue providing its service with respect to the Series 2000 Bonds by giving written notice to the Issuer and discharging its responsibilities with respect thereto under applicable law, and the Issuer fails to appoint a successor Depository for the Series 2000 Bonds, or (ii) the Issuer determines to discontinue the Book Entry System through a Depository, then bond certificates are required to be delivered as described in the Series 2000 Bonds. The purchasers of beneficial ownership interests in the Series 2000 Bonds (the “Beneficial Owners”), upon registration of certificates held in the Beneficial Owner’s name, will become the registered owner of the Series 2000 Bonds. Neither the Issuer nor the Registrar and Paying Agent will have any responsibility or obligation to any Beneficial Owner or any other person with respect to (i) the accuracy of any records maintained by the Depository or any persons participating by or through the Depository; (ii) the payment by the Depository or any persons participating by or through the Depository of any amount with respect to the principal or Redemption Price, if applicable, or interest on the Series 2000 Bonds; (iii) any notice which is permitted or required to be given to Holders pursuant to this Resolution; (iv) the selection by the Depository or any persons participating by or through the Depository of any person to receive payment in the event of a partial redemption of the Series 2000 Bonds; or (v) any consent given or other action taken by the Depository as Holder. Section 2.3.Application of Series 2000 Bond Proceeds. Except as otherwise provided by Supplemental Resolution, the proceeds derived from the sale of the Series 2000 Bonds, including accrued interest C-19 and premium, if any, shall, simultaneously with the delivery of the Series 2000 Bonds to the purchaser or purchasers thereof, be applied by the Issuer as follows: (A)Accrued and capitalized interest shall be deposited in the Interest Account. (B)An amount shall be deposited in the Reserve Fund which, together with any moneys and securities on deposit therein and any Reserve Fund Insurance Policy and/or Reserve Fund Letter of Credit obtained in accordance with Section 4.5(D) hereof, shall equal the Reserve Fund Requirement. (C)A sufficient amount of the Series 2000 Bond proceeds which, together with other funds deposited in the Escrow Account pursuant to the provisions of the Escrow Deposit Agreement, shall equal the Escrow Requirement, shall be deposited with the Escrow Holder under the Escrow Deposit Agreement and applied only in the manner provided in the Escrow Deposit Agreement. (D)The Issuer covenants and agrees to establish a separate account with an Authorized Depository to be known as the “City of Clermont Water and Sewer Revenue Bonds Costs of Issuance Account” (the “Costs of Issuance Account”), which shall be used only for the payment of costs and expenses described in this subsection. A sum sufficient to pay all costs and expenses in connection with the preparation, issuance and sale of the Series 2000 Bonds, including fees of financial advisors, insurers, engineering and other consulting fees, legal fees, bond insurance premiums, printing fees, rating agency fees and other similar costs shall be deposited to the credit of the Cost of Issuance Account, and all such costs and expenses shall be promptly paid by the Issuer to the persons respectively entitled to receive the same. When all moneys on deposit to the credit of the Costs of Issuance Account shall have been disbursed by the Issuer for the payment of such costs and expenses, the Costs of Issuance Account shall be closed; provided, however, that if any balance shall remain in the Costs of Issuance Account six months after issuance of the Series 2000 Bonds, such moneys shall be transferred by the Issuer to the Construction Fund and the Costs of Issuance Account shall be closed. After the Cost of Issuance Account shall be closed, the Issuer may pay from the Construction Fund any unpaid issuance expenses. (E)The balance of the Series 2000 Bond proceeds shall be deposited in the Construction Fund. Section 2.4.Execution of Bonds. The Bonds shall be executed in the name of the Issuer with the manual or facsimile signature of the Mayor and the official seal of the Issuer shall be imprinted thereon, attested and countersigned with the manual or facsimile signature of the Clerk. In case any one or more of the officers who shall have signed or sealed any of the Bonds or whose facsimile signature shall appear thereon shall cease to be such officer of the Issuer before the Bonds so signed and sealed have been actually sold and delivered such Bonds may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed or sealed such Bonds had not ceased to hold such office. Any Bond may be signed and sealed on behalf of the Issuer by such person who at the actual time of the execution of such Bond shall hold the proper office of the Issuer, although at the date of such Bond such person may not have held such office or may not have been so authorized. The Issuer may adopt and use for such purposes the facsimile signatures of any such persons who shall have held such offices at any time after the date of the adoption of this Resolution, notwithstanding that either or both shall have ceased to hold such office at the time the Bonds shall be actually sold and delivered. Section 2.5.Authentication. No Bond of any Series shall be secured hereunder or entitled to the benefit hereof or shall be valid or obligatory for any purpose unless there shall be manually endorsed on such Bond a certificate of authentication by the Registrar or such other entity as may be approved by the Issuer for such purpose. Such certificate on any Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered under this Resolution. The form of such certificate shall be substantially in the form provided in Section 2.9 hereof. Section 2.6.Temporary Bonds. Until the definitive Bonds of any Series are prepared, the Issuer may execute, in the same manner as is provided in Section 2.4, and deliver, upon authentication by the Registrar pursuant to Section 2.5 hereof, in lieu of definitive Bonds, but subject to the same provisions, limitations and conditions as the definitive Bonds, except as to the denominations thereof, one or more temporary Bonds substantially of the tenor of the definitive Bonds in lieu of which such temporary Bond or Bonds are issued, in C-20 denominations authorized by the Mayor and the Clerk, such authorization to be evidenced conclusively by their execution of such temporary Bond or Bonds, and with such omissions, insertions and variations as may be appropriate to temporary Bonds. The Issuer, at its own expense, shall prepare and execute definitive Bonds, which shall be authenticated by the Registrar. Upon the surrender of such temporary Bonds for exchange, the Registrar, without charge to the Holder thereof, shall deliver in exchange therefor definitive Bonds, of the same aggregate principal amount and Series and maturity as the temporary Bonds surrendered. Until so exchanged, the temporary Bonds shall in all respects be entitled to the same benefits and security as definitive Bonds issued pursuant to this Resolution. All temporary Bonds surrendered in exchange for another temporary Bond or Bonds or for a definitive Bond or Bonds shall be forthwith canceled by the Registrar. Section 2.7.Bonds Mutilated, Destroyed, Stolen or Lost. In case any Bond shall become mutilated, or be destroyed, stolen or lost, the Issuer may, in its discretion, issue and deliver, and the Registrar shall authenticate, a new Bond of like tenor as the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond upon surrender and cancellation of such mutilated Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, and upon the Holder furnishing the Issuer and the Registrar proof of such Holder’s ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the Issuer or the Registrar may prescribe and paying such expenses as the Issuer and the Registrar may incur. All Bonds so surrendered or otherwise substituted shall be canceled by the Registrar. If any of the Bonds shall have matured or be about to mature, instead of issuing a substitute Bond, the Issuer may pay the same or cause the Bond to be paid, upon being indemnified as aforesaid, and if such Bonds be lost, stolen or destroyed, without surrender thereof. Any such duplicate Bonds issued pursuant to this Section 2.7 shall constitute original, additional contractual obligations on the part of the Issuer whether or not the lost, stolen or destroyed Bond be at any time found by anyone, and such duplicate Bond shall be entitled to equal and proportionate benefits and rights as to lien on the Pledged Funds to the same extent as all other Bonds issued hereunder and shall be entitled to the same benefits and security as the Bond so lost, stolen or destroyed. Section 2.8.Interchangeability, Negotiability and Transfer. Bonds, upon surrender thereof at the office of the Registrar with a written instrument of transfer satisfactory to the Registrar, duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing, may, at the option of the Holder thereof, be exchanged for an equal aggregate principal amount of registered Bonds of the same Series and maturity of any other authorized denominations. The Bonds issued under this Resolution shall be and have all the qualities and incidents of negotiable instruments under the laws of the State of Florida, subject to the provisions for registration and transfer contained in this Resolution and in the Bonds. So long as any of the Bonds shall remain Outstanding, the Issuer shall cause to be maintained and kept, at the office of the Registrar, books for the registration and transfer of the Bonds. Each Bond shall be transferable only upon the books of the Issuer, at the office of the Registrar, under such reasonable regulations as the Issuer may prescribe, by the Holder thereof in person or by such Holder’s attorney duly authorized in writing upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed and guaranteed by the Holder or such Holder’s duly authorized attorney. Upon the transfer of any such Bond, the Issuer shall issue, and cause to be authenticated, in the name of the transferee a new Bond or Bonds of the same aggregate principal amount and Series and maturity as the surrendered Bond. The Issuer, the Registrar and any Paying Agent or fiduciary of the Issuer may deem and treat the Person in whose name any Outstanding Bond shall be registered upon the books of the Issuer as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal or Redemption Price, if applicable, and interest on such Bond and for all other purposes, and all such payments so made to any such Holder or upon such Holder’s order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid and neither the Issuer nor the Registrar nor any Paying Agent or other fiduciary of the Issuer shall be affected by any notice to the contrary. The Registrar, in any case where it is not also the Paying Agent in respect to any Series of Bonds, shall forthwith (a) following the fifteenth day prior to an Interest Date for such Series, (b) following the fifteenth day C-21 next preceding the date of first mailing of notice of redemption of any Bonds of such Series, and (c) at any other time as reasonably requested by the Paying Agent of such Series, certify and furnish to such Paying Agent the names, addresses and holdings of Bondholders and any other relevant information reflected in the registration books. In all cases in which the privilege of exchanging Bonds or transferring Bonds is exercised, the Issuer shall execute and the Registrar shall authenticate and deliver such Bonds in accordance with the provisions of this Resolution. Execution of Bonds by the Mayor and the Clerk for purposes of exchanging, replacing or transferring Bonds may occur at the time of the original delivery of the Series of which such Bonds are a part. All Bonds surrendered in any such exchanges or transfers shall be canceled by the Registrar. For every such exchange or transfer of Bonds, the Issuer or the Registrar may make a charge sufficient to reimburse it for any tax, fee, expense or other governmental charge required to be paid with respect to such exchange or transfer. The Issuer and the Registrar shall not be obligated to make any such exchange or transfer of Bonds of any Series during the fifteen (15) days next preceding an Interest Date on the Bonds of such Series (other than Capital Appreciation Bonds and Variable Rate Bonds), or, in the case of any proposed redemption of Bonds, during the fifteen (15) days next preceding the redemption date established for such Bonds. The Issuer may elect to issue any Bonds as uncertificated registered public obligations (not represented by instruments), commonly known as book-entry obligations, provided it shall establish a system of registration therefor by Supplemental Resolution. Section 2.9.Form of Bonds. Except for Capital Appreciation Bonds and Variable Rate Bonds, the form of which shall be provided by Supplemental Resolution, the Bonds shall be in substantially the following form with such omissions, insertions and variations as may be necessary and/or desirable and approved by the Mayor or the Clerk prior to the issuance thereof (which necessity and/or desirability and approval shall be evidenced conclusively by the Issuer’s delivery of the Bonds to the purchaser or purchasers thereof): C-22 No. R-_____ $__________ UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF LAKE CITY OF CLERMONT, FLORIDA WATER AND SEWER REVENUE AND REFUNDING BOND, SERIES _____ Interest Maturity Date of RateDateOriginal Issue CUSIP __________% __________, _____ __________, _____ __________ Registered Holder: Principal Amount: KNOW ALL MEN BY THESE PRESENTS, that the City of Clermont, a municipality created and existing under and by virtue of the laws of the State of Florida (the “Issuer”), for value received, hereby promises to pay, solely from the sources of payment hereinafter described, to the Registered Holder identified above, or registered assigns as hereinafter provided, the Principal Amount identified above on the Maturity Date identified above and interest (calculated on the basis of a 360-day year of twelve 30-day months) on such Principal Amount from the Date of Original Issue identified above or from the most recent interest payment date to which interest has been paid, at the Interest Rate per annum identified above on _____________ and _______________ of each year commencing _______________, _______ until such Principal Amount shall have been paid or provided for, except as the provisions hereinafter set forth with respect to redemption prior to maturity may be or become applicable hereto. Such Principal Amount and interest and the premium, if any, on this bond are payable in any coin or currency of the United States of America which, on the respective dates of payment thereof, shall be legal tender for the payment of public and private debts. Such Principal Amount and the premium, if any, on this bond, are payable, upon presentation and surrender hereof, at the office of ,________________, _______________, as paying agent, or such other paying agent as the Issuer shall hereafter duly appoint (the “Paying Agent”). Payment of each installment of interest shall be made to the person in whose name this bond shall be registered on the registration books of the Issuer maintained by ____________, __________, ______________, as registrar, or such other registrar as the Issuer shall hereafter duly appoint (the “Registrar”), at the close of business on the date which shall be the fifteenth day (whether or not a business day) of the calendar month next preceding each interest payment date and shall be paid by a check or draft of the Paying Agent mailed to such Registered Holder at the address appearing on such registration books or, at the option of the Paying Agent, and at the request and expense of such Registered Holder, by bank wire transfer for the account of such Holder. In the event interest payable on this bond is not punctually paid or duly provided for by the Issuer on such interest payment date, payment of each installment of such defaulted interest shall be made to the person in whose name this bond shall be registered at the close of business on a special record date for the payment of such defaulted interest as established by notice to such Registered Holder, not less than ten (10) days preceding such special record date. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE SIDE HEREOF AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH IN THIS PLACE. This bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been manually signed by the Registrar. C-23 IN WITNESS WHEREOF, the City of Clermont, Florida, has issued this bond and has caused the same to be executed by the manual or facsimile signature of its Mayor and attested and countersigned by the manual or facsimile signature of its City Clerk and its official seal or a facsimile thereof to be affixed or reproduced hereon, all as of the ______ day of ____________, 20___. CITY OF CLERMONT, FLORIDA (SEAL) By___________________________________ Mayor ATTESTED AND COUNTERSIGNED: __________________________________ City Clerk C-24 CERTIFICATE OF AUTHENTICATION This bond is one of the Bonds of the issue described in the within-mentioned Resolution. DATE OF AUTHENTICATION: __________________________________ _____________________________________ Registrar By: __________________________________ Authorized Signatory (Provisions on Reverse Side of Bond) This bond is one of an authorized issue of bonds of the Issuer in the aggregate principal amount of $__________________ (the “Bonds”) of like date, tenor and effect, except as to maturity date, interest rate, denomination and number, issued to finance the cost of ________________________________, in and for the Issuer, under the authority of and in full compliance with the Constitution and laws of the State of Florida, particularly Chapter 166, Part II, Florida Statutes, as amended, and other applicable provisions of law (the “Act”), and an amended and restated resolution duly adopted by the City Council of the Issuer on , 2000, as supplemented (the “Resolution”), and is subject to all the terms and conditions of the Resolution. The principal of, premium, if any, and interest on this bond are payable solely from and secured by a lien upon and a pledge of the Pledged Revenues (as defined in the Resolution), including the Net Revenues (as defined in the Resolution) to be derived from the operation of the Issuer’s water and sewer system (the “System”), and, until applied in accordance with the provisions of the Resolution, the proceeds of the Bonds and all moneys, including investments thereof, in certain of the funds and accounts established pursuant to the Resolution, all in the manner and to the extent described in the Resolution (collectively, the “Pledged Funds”). It is expressly agreed by the Registered Holder of this bond that the full faith and credit of neither the Issuer, the State of Florida, nor any political subdivision thereof, is pledged to the payment of the principal of or premium, if any, or interest on this bond and that the Registered Holder shall never have the right to require or compel the exercise of any taxing power of the Issuer, the State of Florida, or any political subdivision thereof, to the payment of such principal, premium, if any, and interest. This bond and the obligation evidenced hereby shall not constitute a lien upon the System or any other property of the Issuer, except the Pledged Funds, and shall be payable solely from the Pledged Funds in accordance with the terms of the Resolution. Neither the members of the City Council of the Issuer nor any person executing this bond shall be liable personally hereon or be subject to any personal liability or accountability by reason of the issuance hereof. The Bonds maturing prior to ___________________, shall not be subject to redemption prior to maturity. The Bonds maturing on ____________, or thereafter may be redeemed prior to maturity at the option of the Issuer, as a whole or in part on ___________________, or on any date thereafter (if in part, from such maturity or maturities as the Issuer shall designate and by lot within a maturity), at the following redemption prices (expressed as a percentage of the principal amount of the Bonds to be redeemed) plus accrued interest to the redemption date, if redeemed during the following periods: Redemption Period Redemption (both dates inclusive)Price ___________________ through ___________________ % ___________________ through ___________________ ___________________ and thereafter C-25 The Bonds maturing _________________, are subject to mandatory redemption in part prior to maturity by lot at a redemption price equal to the principal amount thereof, without premium, plus accrued interest to the redemption date, beginning on _________________, and on each ___________ thereafter in the years and in the principal amounts corresponding to the Amortization Installments (as defined in the Resolution) as follows: Amortization YearInstallments $ (maturity) Notice of redemption, unless waived, is to be given by the Registrar by mailing an official redemption notice by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption to the registered holders of the Bonds to be redeemed at such holders’ addresses shown on the registration books maintained by the Registrar or at such other addresses as shall be furnished in writing by such registered holders to the Registrar; provided, however, that no defect in any such notice to any registered holder of Bonds to be redeemed nor failure to give such notice to any such registered holder nor failure of any such registered holder to receive such notice shall in any manner defeat the effectiveness of a call for redemption as to all other registered holders of Bonds to be redeemed. Notice of redemption having been given as aforesaid, the Bonds or portions of Bonds to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the Issuer shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. This bond is and has all the qualities and incidents of a negotiable instrument under the laws of the State of Florida, but may be transferred only in accordance with the terms of the Resolution only upon the books of the Issuer kept for that purpose at the office of the Registrar by the Registered Holder in person or by such Holder’s attorney duly authorized in writing, upon the surrender of this bond together with a written instrument of transfer satisfactory to the Registrar duly executed by the Registered Holder or such Holder’s attorney duly authorized in writing, and thereupon a new Bond or Bonds in the same aggregate principal amount shall be issued to the transferee in exchange therefor, and upon the payment of the charges, if any, prescribed in the Resolution. Each of the Bonds is issuable in fully registered form in the denomination of $5,000 or any integral multiple thereof not exceeding the aggregate principal amount of the Bonds having the same maturity. The Issuer, the Registrar and any Paying Agent may treat the Registered Holder of this bond as the absolute owner hereof for all purposes, whether or not this bond shall be overdue, and shall not be affected by any notice to the contrary. The Issuer and the Registrar shall not be obligated to make any exchange or transfer of any Bonds during the fifteen (15) days next preceding an interest payment date or, in the case of any proposed redemption of any Bonds, during the fifteen (15) days next preceding the redemption date established for such Bonds. [The Bonds when issued will be registered initially in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). DTC will act as the initial securities depository for the Bonds. Individual purchases of the Bonds may be made in book entry form only, and such purchasers will not receive certificates representing their interests in the Bonds. While the Bonds are registered in the name of a securities depository (a “Depository”) or its nominee the Issuer will recognize the Depository or its nominee as the Holder of the Bonds for all purposes, including notices. Conveyance of notices and other communications by the Depository to participants, by participants to indirect participants, and by participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory and regulatory requirements as may be in effect from time to time. The Bonds are issuable only as fully-registered bonds and, except as hereinafter provided, in printed or typewritten form, registered in the name of Cede & Co., as nominee of DTC, which shall be considered to be the Registered Holder for all purposes of the Resolution, including without limitation, payment by the Issuer of principal of, premium, if any, and interest on the Bonds, and receipt of notices and exercise of rights of holders of the Bonds. There shall be a single Bond which shall be immobilized in the custody of DTC with the beneficial owners having no right to receive the Bonds in the form of physical securities or certificates. Ownership of beneficial interest in the Bonds shall be shown by book entry on the system maintained and operated by DTC and its participants, and transfers of ownership or beneficial interests shall be made only by DTC and its participants, by C-26 book entry, the Issuer having no responsibility therefor. DTC is expected to maintain records of the positions of participants in the Bonds, and the participants and persons acting through participants are expected to maintain records of the purchasers of beneficial interests in the Bonds. The Bonds as such shall not be transferable or exchangeable, except for transfer to another Depository or to another nominee of a Depository, without further action by the Issuer. If any Depository determines not to continue to act as a Depository for the Bonds for use in a book entry system, the Issuer may attempt to have established a securities depository/book entry system relationship with another qualified Depository under the Resolution. If the Issuer does not or is unable to do so, the Issuer and the Registrar and Paying Agent, after the Registrar and Paying Agent has made provision for notification of the beneficial owners by the then Depository, shall permit withdrawal of the Bonds from the Depository, and authenticate and deliver Bond certificates in fully registered form (in denominations of $5,000 or multiples thereof) to the assigns of the Depository or its nominee. It is hereby certified and recited that all acts, conditions and things required to exist, to happen and to be performed precedent to and in connection with the issuance of this bond, exist, have happened and have been performed, in regular and due form and time as required by the Constitution and laws of the State of Florida applicable thereto, and that the issuance of the bonds does not violate any constitutional or statutory limitations or provisions.] LEGAL OPINION [Insert appropriate approving opinion of bond counsel.] The above is a true copy of the opinion rendered by Foley & Lardner, Jacksonville, Florida, in connection with the issuance of, and dated as of the original delivery of, the Bonds of the issue of which this bond is one. An executed copy of that opinion is on file in my office. _____________________________________ City Clerk C-27 The following abbreviations, when used in the inscription on the face of the within bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF TRANS MIN ACT -- __________________________________________________ (Cust.) Custodian for _________________________________________________________________ under Uniform Transfer to Minors Act of ___________________________________________ (State) Additional abbreviations may also be used though not in list above. C-28 ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto Insert Social Security or Other Identifying Number of Assignee (Name and Address of Assignee) the within bond and does hereby irrevocably constitute and appoint ______________________ _____________________________________________________________________________, as attorneys to register the transfer of the said bond on the books kept for registration thereof with full power of substitution in the premises. Dated: ______________________________ Signature Guaranteed: _____________________________________ NOTICE: Signature(s) must be guaranteed by an institution which is a participant in the Securities Transfer Agent Medallion Program (STAMP) or similar program. _____________________________________ NOTICE: The signature to this assignment must correspond with the name of the Registered Holder as it appears upon the face of the within bond in every particular, without alteration or enlargement or any change whatever and the Social Security or other identifying number of such assignee must be supplied. C-29 ARTICLE 3 REDEMPTION OF BONDS Section 3.1.Privilege of Redemption. The terms of this Article 3 shall apply to redemption of Bonds other than Capital Appreciation Bonds or Variable Rate Bonds. The terms and provisions relating to redemption of Capital Appreciation Bonds and Variable Rate Bonds shall be provided by Supplemental Resolution. Section 3.2.Selection of Bonds to be Redeemed. The Bonds shall be redeemed only in the principal amount of $5,000 each and integral multiples thereof. The Issuer shall, at least sixty (60) days prior to the redemption date (unless a shorter time period shall be satisfactory to the Registrar) notify the Registrar of such redemption date and of the principal amount of Bonds to be redeemed. For purposes of any redemption of less than all of the Outstanding Bonds of a single maturity, the particular Bonds or portions of Bonds to be redeemed shall be selected not more than forty-five (45) days prior to the redemption date by the Registrar from the Outstanding Bonds of the maturity or maturities designated by the Issuer by such method as the Registrar shall deem fair and appropriate and which may provide for the selection for redemption of Bonds or portions of Bonds in principal amounts of $5,000 and integral multiples thereof. If less than all of the Outstanding Bonds of a single maturity are to be redeemed, the Registrar shall promptly notify the Issuer and Paying Agent (if the Registrar is not the Paying Agent for such Bonds) in writing of the Bonds or portions of Bonds selected for redemption and, in the case of any Bond selected for partial redemption, the principal amount thereof to be redeemed. Section 3.3.Notice of Redemption. Unless waived by any Holder of Bonds to be redeemed, notice of any redemption made pursuant to this section shall be given by the Registrar on behalf of the Issuer by mailing a copy of an official redemption notice by first class mail, postage prepaid, at least thirty (30) days and not more than sixty (60) days prior to the date fixed for redemption to each Holder of Bonds to be redeemed at the address of such Holder shown on the registration books maintained by the Registrar or at such other address as shall be furnished in writing by such Holder to the Registrar; provided, however, that no defect in any notice given pursuant to this section to any Holder of Bonds to be redeemed nor failure to give such notice shall in any manner defeat the effectiveness of a call for redemption as to all other Holders of Bonds to be redeemed. Every official notice of redemption shall be dated and shall state: (1)the redemption date, (2)the Redemption Price, (3)if less than all outstanding Bonds are to be redeemed, the number (and, in the case of a partial redemption of any Bond, the principal amount) of each Bond to be redeemed, (4)that on the redemption date the Redemption Price will become due and payable upon each such Bond or portion thereof called for redemption, and that interest thereon shall cease to accrue from and after said date, and (5)that such Bonds to be redeemed, whether as a whole or in part, are to be surrendered for payment of the Redemption Price plus accrued interest at the office of the Paying Agent. Prior to any redemption date, the Issuer shall deposit with the Paying Agent an amount of money sufficient to pay the Redemption Price of and accrued interest on all the Bonds or portions of Bonds which are to be redeemed on that date. In addition to the foregoing notice, further notice may be given by the Issuer as set out below, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed. C-30 (1)Each further notice of redemption given hereunder shall contain the information required above for an official notice of redemption plus (a) the CUSIP numbers of all Bonds being redeemed; (b) the date of issue of the Bonds as originally issued; (c) the rate of interest borne by each Bond being redeemed; (d) the maturity date of each Bond being redeemed; and (e) any other descriptive information needed to identify accurately the Bonds being redeemed. (2)Each further notice of redemption shall be sent at least thirty-five (35) days before the redemption date by registered or certified mail or overnight delivery service to any Insurer which shall have insured, or any Credit Bank which shall have provided a Credit Facility for, any of the Bonds being redeemed and to all registered securities depositories then in the business of holding substantial amounts of obligations of types similar to the type of which the Bonds consist (such depositories now being Depository Trust Company of New York, New York, Midwest Securities Trust Company of Chicago, Illinois, and Philadelphia Depository Trust Company of Philadelphia, Pennsylvania) and to one or more national information services that disseminate notices of redemption of obligations such as the Bonds. Section 3.4.Redemption of Portions of Bonds. Any Bond which is to be redeemed only in part shall be surrendered at any place of payment specified in the notice of redemption (with due endorsement by, or written instrument of transfer in form satisfactory to the Registrar duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing) and the Issuer shall execute and the Registrar shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or Bonds, of the same interest rate and maturity, and of any authorized denomination as requested by such Holder, in an aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bonds so surrendered. Section 3.5.Payment of Redeemed Bonds. Official notice of redemption having been given substantially as aforesaid, the Bonds or portions of Bonds to be redeemed shall, on the redemption date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Issuer shall default in the payment of the Redemption Price) such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption in accordance with said notice, such Bonds shall be paid by the Registrar and/or Paying Agent at the appropriate Redemption Price, plus accrued interest. Each check or other transfer of funds issued by the Registrar and/or Paying Agent for the purpose of the payment of the Redemption Price of Bonds being redeemed shall bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer. Installments of interest due on or prior to the redemption date shall be payable as herein provided for payment of interest. All Bonds which have been redeemed shall be canceled by the Registrar and shall not be reissued. ARTICLE 4 SECURITY, SPECIAL FUNDS AND APPLICATION THEREOF Section 4.1.Bonds not to be Indebtedness of Issuer. The Bonds shall not be or constitute general obligations or indebtedness of the Issuer as “bonds” within the meaning of any constitutional or statutory provision, but shall be special obligations of the Issuer, payable solely from and secured by a lien upon and pledge of the Pledged Funds in accordance with the terms of this Resolution. The Issuer may cause any Series of Bonds to be payable from and secured by a Credit Facility or a Bond Insurance Policy not applicable to any one or more other Series of Bonds. No Holder of any Bond or any Credit Bank or any Insurer shall ever have the right to compel the exercise of the ad valorem taxing power of the Issuer to pay such Bond or shall be entitled to payment of such Bond from any moneys of the Issuer except the Pledged Funds, in the manner provided herein. The Pledged Funds shall be subject to the lien of this pledge immediately upon the issuance and delivery of the Series 2000 Bonds, without any physical delivery by the Issuer of the Pledged Funds or further act, and the lien of this pledge shall be valid and binding as against all parties having claims of any kind against the Issuer, in tort, contract or otherwise. C-31 Section 4.2.Security for Bonds. The payment of the principal of or Redemption Price, if applicable, and interest on the Bonds shall be secured forthwith equally and ratably by a pledge of and lien upon the Pledged Funds; provided, however, a Series of Bonds may be further secured by a Credit Facility or a Bond Insurance Policy not applicable to any one or more other Series of Bonds, as shall be provided by Supplemental Resolution, in addition to the security provided herein. The Issuer does hereby irrevocably pledge the Pledged Funds to the payment of the principal of or Redemption Price, if applicable, and interest on the Bonds. Section 4.3.Construction Fund. The Issuer covenants and agrees to establish a separate fund with an Authorized Depository to be known as the “City of Clermont Water and Sewer Revenue Bond Construction Fund,” which shall be used only for payment of the Cost of Projects. Moneys in the Construction Fund, until applied in payment of any item of the Cost of a Project in the manner hereinafter provided, shall be held in trust by the Issuer and shall be subject to a lien and charge in favor of the Bondholders and for the further security of such Holders. There shall be paid into the Construction Fund the amounts required to be so paid by the provisions of this Resolution or any Supplemental Resolution, and there may be paid into the Construction Fund, at the option of the Issuer, any moneys received for or in connection with a Project by the Issuer from any other source. The Issuer shall establish within the Construction Fund a separate account for the Initial Project and each Additional Project, the Cost of which is to be paid in whole or in part out of the Construction Fund. The proceeds of insurance maintained pursuant to this Resolution against physical loss of or damage to a Project, or of contractors’ performance bonds with respect thereto pertaining to the period of construction thereof, shall be deposited into the appropriate account of the Construction Fund. The Issuer covenants that the acquisition and construction of each Project will be completed without delay and in accordance with sound engineering practices. The Issuer shall make disbursements or payments from the Construction Fund to pay the Cost of a Project upon the filing with the Clerk of documents and/or certificates signed by an Authorized Issuer Officer stating with respect to each disbursement or payment to be made: (1) the item number of the payment, (2) the name and address of the Person to whom payment is due, (3) the amount to be paid, (4) the Construction Fund account from which payment is to be made, (5) the purpose, by general classification, for which payment is to be made, and (6) that (A) each obligation, item of cost or expense mentioned therein has been properly incurred, is in payment of a part of the Cost of a Project and is a proper charge against the account of the Construction Fund from which payment is to be made and has not been the basis of any previous disbursement or payment, or (B) each obligation, item of cost or expense mentioned therein has been paid by the Issuer, is a reimbursement of a part of the Cost of a Project, is a proper charge against the account of the Construction Fund from which payment is to be made, has not been theretofore reimbursed to the Issuer or otherwise been the basis of any previous disbursement or payment and the Issuer is entitled to reimbursement thereof. The Clerk shall retain all such documents and/or certificates of the Authorized Issuer Officers for seven (7) years from the dates of such documents and/or certificates. The Clerk shall make available the documents and/or certificates at all reasonable times for inspection by any Bondholder or the agent or representative of any Bondholder. Notwithstanding any of the other provisions of this Section 4.3, to the extent that other moneys are not available therefor, amounts in the Construction Fund shall be applied to the payment of principal of or Redemption Price, if applicable, and interest on Bonds when due. The date of completion of a Project shall be determined by the Authorized Issuer Officer who shall certify such fact in writing to the Governing Body. Promptly after the date of the completion of a Project, and after paying or making provisions for the payment of all unpaid items of the Cost of such Project, the Issuer shall deposit in the following order of priority any balance of moneys remaining in the Construction Fund in (1) another account of the Construction Fund for which the Authorized Issuer Officer has stated that there are insufficient moneys present to pay the Cost of the related Project, (2) the Reserve Fund, to the extent of a deficiency therein, and (3) such other fund or account of the Issuer, including those established hereunder, as shall be determined by the Governing Body, provided the Issuer has received an opinion of Bond Counsel to the effect that such transfer shall not adversely affect the exclusion, if any, of interest on the Bonds from gross income for federal income tax purposes. C-32 Section 4.4.Funds and Accounts. The Issuer covenants and agrees to establish with one or more Authorized Depositories the following separate funds and accounts: (A)Water and Sewer System Revenue Fund. (B)Water and Sewer Revenue Bond Sinking Fund. The Issuer shall establish in the Sinking Fund three accounts: the “Interest Account,” the “Principal Account” and the “Bond Amortization Account.” (C)Water and Sewer Revenue Bond Reserve Fund. (D)Water and Sewer System Impact Fees Fund. The Issuer shall establish in the Impact Fees Fund two accounts: the “Current Account” and the “Impact Fee Stabilization Account.” (E)Water and Sewer System Rate Stabilization Fund. (F)Water and Sewer System Renewal and Replacement Fund. (G)Water and Sewer Revenue Bond Rebate Fund. The Issuer may establish by Supplemental Resolution such other funds and accounts as it shall deem necessary or advisable. The Issuer shall at any time and from time to time appoint one or more Authorized Depositories to hold, for the benefit of the Issuer and/or the Bondholders, any one or more of the funds and accounts established hereby. Such depository or depositaries shall perform at the direction of the Issuer the duties of the Issuer in depositing, transferring and disbursing moneys to and from each of such funds and accounts as herein set forth, and all records of such depository in performing such duties shall be open at all reasonable times to inspection by the Issuer and its agents and employees. Section 4.5.Flow of Funds. (A)Impact Fees. The Issuer shall deposit into the Current Account all Available Impact Fees, promptly upon receipt thereof, until there shall have been deposited therein an amount equal to the Impact Fees Debt Service Component for the then current Bond Year, together with the amount of any continuing deficiency in the deposits for the Impact Fees Debt Service Component for any prior Bond Year, and thereafter the Issuer shall deposit into the Impact Fee Stabilization Account all additional Available Impact Fees received in such Bond Year. On or before the last day of each month, the Issuer shall withdraw from the moneys on deposit to the credit of the Current Account and deposit in the Sinking Fund a sum equal to one-twelfth (1/12) of the Impact Fees Debt Service Component for the then current Bond Year, together with the amount of any continuing deficiency in prior monthly transfers from the Current Account to the Sinking Fund. The moneys in the Impact Fee Stabilization Account may, to the extent such moneys may be lawfully used for such purpose, be applied at the discretion of the Issuer (1) for deposit to the Current Account whenever the moneys on deposit therein are insufficient for the purposes set forth herein, (2) for the acquisition and construction of Expansion Facilities or to the payment of debt service on indebtedness incurred to finance the acquisition and construction of Expansion Facilities, and (3) for the purchase or redemption of Bonds; provided, however, that the aggregate amount of Available Impact Fees applied by the Issuer pursuant to clauses (1) and (3) and pursuant to the second paragraph of this subsection (A) to Bond Service Requirements shall never exceed the aggregate Impact Fees Debt Service Components determined for all Bonds. (B)Revenues. The Issuer shall deposit all Gross Revenues into the Revenue Fund promptly upon the receipt thereof. On or before the last day of each month, commencing with the month in which C-33 delivery of the Series 2000 Bonds shall be made to the purchasers thereof, the moneys in the Revenue Fund shall be deposited or credited in the following manner and in the following order of priority: (1)Operation and Maintenance. Amounts in the Revenue Fund shall be used first to pay reasonable and necessary Operating Expenses for the next ensuing month; provided, however, that no such payment shall be made unless the provisions of Section 5.3 hereof in regard to the current Annual Budget are complied with. (2)Sinking Fund. Next, the Issuer shall deposit into or credit to the Sinking Fund such sums as are described in Section 4.5(C) hereof. (3)Reserve Fund. Next, the Issuer shall deposit into or credit to the Reserve Fund such sums as are described in Section 4.5(D) hereof. (4)Renewal and Replacement Fund. Next, the Issuer shall deposit into or credit to the Renewal and Replacement Fund such sums as shall be sufficient to pay one-twelfth (1/12) of an amount equal to five percent (5%) of the Gross Revenues received by the Issuer in the immediately preceding Fiscal Year, until the balance on deposit in the Renewal and Replacement Fund equals the Renewal and Replacement Fund Requirement. If the balance on deposit in the Renewal and Replacement Fund exceeds the Renewal and Replacement Fund Requirement such excess amount shall be transferred by the Issuer from the Renewal and Replacement Fund and deposited into the Revenue Fund. The moneys in the Renewal and Replacement Fund shall be applied by the Issuer for the purpose of paying the cost of extensions, improvements or additions to, or the replacement or renewal of capital assets of, the System, or extraordinary repairs of the System; provided, however, that on or prior to each principal and interest payment date for the Bonds (in no event earlier than the fifteenth day of the month next preceding such payment date), moneys in the Renewal and Replacement Fund shall be deposited into the Interest Account, the Principal Account and the Bond Amortization Account when the moneys therein are insufficient to pay the principal of and interest on the Bonds coming due, but only to the extent moneys available in the Reserve Fund and the Rate Stabilization Fund for such purpose pursuant to Section 4.5(D) hereof shall be inadequate to fully provide for such insufficiency. (5)Rate Stabilization Fund. The balance of any moneys remaining in the Revenue Fund after the payments and deposits required by part (1) through (4) of this Section 4.5(B) shall be deposited or credited to the Rate Stabilization Fund. The moneys on deposit in the Rate Stabilization Fund may be transferred, at the discretion of the Issuer, to any other appropriate fund or account of the Issuer and be used by the Issuer for any lawful purpose, including, but not limited to, the payment of the principal of, premium, if any, and interest on the Bonds or any Subordinated Indebtedness hereafter issued by the Issuer; provided, however, that on or prior to each principal and interest payment date for the Bonds (in no event earlier than the fifteenth day of the month next preceding such payment date), moneys in the Rate Stabilization Fund shall be deposited into the Interest Account, the Principal Account and the Bond Amortization Account when the moneys therein are insufficient to pay the principal of and interest on the Bonds coming due. (C)Sinking Fund. The Issuer shall deposit into or credit to the Sinking Fund from moneys in the Current Account the sums required by Section 4.5(A) hereof. To the extent that moneys in the Current Account are insufficient or unavailable to make all of the deposits into the Sinking Fund required by this Section 4.5(C), such deposits shall be made by the Issuer from moneys in the Revenue Fund. The moneys on deposit in the Sinking Fund shall be applied in the manner provided herein solely for the payment of the principal of or Redemption Price, if applicable, and interest on the Bonds and shall not be available for any other purpose. The moneys transferred to the Sinking Fund shall be deposited or credited in the following manner and in the following order of priority: (1)Interest Account. The Issuer shall deposit into or credit to the Interest Account the sum which, together with the balance in said account, shall equal the interest on all Outstanding Bonds accrued and unpaid and to accrue to the end of the then current calendar month (assuming that a year consists of twelve (12) equal calendar months of thirty (30) days each). Moneys in C-34 the Interest Account shall be applied by the Issuer to pay interest on the Bonds as and when the same shall become due, whether by redemption or otherwise, and for no other purpose. The Issuer shall adjust the amount of the deposit into the Interest Account not later than the month immediately preceding any Interest Date so as to provide sufficient moneys in the Interest Account to pay the interest coming due on the Bonds on such Interest Date. (2)Principal Account. Next, the Issuer shall deposit into or credit to the Principal Account the sum which, together with the balance in said account, shall equal (a) the principal amount of all Outstanding Bonds other than Term Bonds due and unpaid, (b) that portion of the principal amount of the Bonds other than Term Bonds next due which would have accrued on such Bonds next due during the then current calendar month if such principal amount thereof were deemed to accrue monthly (assuming that a year consists of twelve (12) equal calendar months of thirty (30) days each) in equal installments from a date one year preceding the due date of such Bonds next due and (c) the portion of the principal amount of the Bonds other than Term Bonds next due which shall have accrued on such basis in prior months. Serial Capital Appreciation Bonds (including their respective interest components) shall be payable entirely from moneys in the Principal Account on their respective maturity dates, and monthly deposits or credits to the Principal Account to provide funds for such purpose shall commence in the month which is one year prior to each such maturity date. Not later than the month immediately preceding any principal payment date, the Issuer shall adjust the amount of the deposit into the Principal Account so as to provide sufficient moneys in the Principal Account to pay the principal on the Bonds other than Term Bonds becoming due on such principal payment date. Moneys in the Principal Account shall be applied by the Issuer to pay the principal of the Bonds other than Term Bonds as and when the same shall become due, whether at maturity or otherwise, and for no other purpose. (3)Bond Amortization Account. Payments to the Bond Amortization Account shall be on a parity with payments to the Principal Account. Commencing in the month which is one year prior to the due date of each Amortization Installment, the Issuer shall deposit into or credit to the Bond Amortization Account the sum which, together with the balance in said account held for the credit of such Amortization Installment and all Outstanding Term Bonds due and unpaid, shall equal (a) the principal amount of all such Outstanding Term Bonds due and unpaid, (b) that portion of such Amortization Installment which would have accrued during the then current calendar month if such Amortization Installment were deemed to accrue monthly (assuming that a year consists of twelve (12) equal calendar months of thirty (30) days each) in equal amounts from a date one year preceding such due date and (c) the portion of such Amortization Installment which shall have accrued on such basis in prior months. Term Capital Appreciation Bonds (including their respective interest components) shall be payable entirely from moneys in the Bond Amortization Account on the respective due dates of the Amortization Installments applicable thereto, and monthly deposits or credits to the Bond Amortization Account to provide funds for such purpose shall commence in the month which is one year prior to each such Amortization Installment due date. The Issuer shall adjust the amount of the deposit into the Bond Amortization Account not later than the month immediately preceding any date for payment of an Amortization Installment so as to provide sufficient moneys in the Bond Amortization Account to pay such Amortization Installment on such date. Moneys in the Bond Amortization Account shall be applied by the Issuer to purchase or redeem Term Bonds in the manner herein provided, and for no other purpose. Amounts accumulated in the Bond Amortization Account with respect to any Amortization Installment may be applied by the Issuer, on or prior to the sixtieth (60th) day preceding the due date of such Amortization Installment (i) to the purchase of Term Bonds of the Series and maturity for which such Amortization Installment was established, at a price not greater than the Redemption Price at which such Term Bonds may be redeemed on the first date thereafter on which such Term Bonds shall be subject to redemption, or (ii) to the redemption at the applicable Redemption Price of such Term Bonds. The applicable Redemption Price (or principal amount of maturing Term Bonds) of any Term Bonds so purchased or redeemed shall be deemed to constitute part of the Bond Amortization Account until such Amortization Installment date, for the purposes of calculating the amount of such Account. As soon as practicable after the sixtieth (60th) day preceding the due date of any such Amortization Installment, the Issuer shall proceed to call for redemption on such due date, by causing notice to be given as provided in Section 3.3 hereof, Term Bonds of the Series and maturity for which such Amortization Installment was C-35 established (except in the case of Term Bonds maturing on an Amortization Installment date) in such amount as shall be necessary to complete the retirement of the unsatisfied balance of such Amortization Installment. The Issuer shall pay out of the Bond Amortization Account and the Interest Account to the respective Paying Agents, on or before the day preceding such redemption date (or maturity date), the amount required for the redemption (or for the payment of such Term Bonds then maturing), and such amount shall be applied by such Paying Agents to such redemption (or payment). All expenses in connection with the purchase or redemption of Term Bonds shall be paid by the Issuer from the Restricted Revenue Fund. (D)Reserve Fund. The Issuer shall deposit into or credit to the Reserve Fund such sum, if any, as will be necessary to immediately restore the funds on deposit therein to an amount equal to the Reserve Fund Requirement including the reinstatement of any Reserve Fund Insurance Policy or Reserve Fund Letter of Credit on deposit therein or the cash replacement thereof. On or prior to each principal and interest payment date for the Bonds, moneys in the Reserve Fund shall be applied by the Issuer to the payment of the principal of or Redemption Price, if applicable, and interest on the Bonds to the extent moneys in the Interest Account, the Principal Account and the Bond Amortization Account shall be insufficient for such purpose, but only to the extent moneys available in the Rate Stabilization Fund for such purpose pursuant to Section 4.5(B)(5) hereof shall be inadequate to fully provide for such insufficiency. Whenever there shall be surplus moneys in the Reserve Fund by reason of a decrease in the Reserve Fund Requirement or as a result of a deposit therein of a Reserve Fund Insurance Policy and/or a Reserve Fund Letter of Credit, such surplus moneys shall be deposited by the Issuer into the Principal Account, or such other appropriate fund or account of the Issuer, provided such deposit to such other fund or account shall not adversely affect the exclusion from gross income of interest on the Bonds for federal income tax purposes. Upon the issuance of any Series of Bonds, under the terms, limitations and conditions as herein provided, the Issuer shall provide for the funding of the Reserve Fund in an amount equal to the Reserve Fund Requirement. Such required amount may be paid in full or in part from the proceeds of such Series of Bonds or may be accumulated in equal monthly payments from the Revenue Fund, on a parity with the payments required by the first sentence of this Section 4.5(D), to the Reserve Fund over a period of months from the date of issuance of such Series of Bonds, which shall not exceed the greater of (a) sixty (60) months, or (b) the number of months for which interest on such Series of Bonds has been capitalized, as determined by Supplemental Resolution. Whenever moneys on deposit in the Reserve Fund, together with the other available amounts in the Sinking Fund, are sufficient to fully pay all Outstanding Bonds (including principal and interest thereon) in accordance with their terms, the funds on deposit in the Reserve Fund shall be applied to the payment of Bonds. Notwithstanding the foregoing provisions, in lieu of the required deposits into the Reserve Fund, the Issuer may, at its sole option and discretion, cause to be deposited a Reserve Fund Insurance Policy and/or Reserve Fund Letter of Credit in an amount equal to the difference between the Reserve Fund Requirement applicable thereto and the sums, if any, remaining on deposit in the Reserve Fund after the deposit of such Reserve Fund Insurance Policy and/or Reserve Fund Letter of Credit. Such Reserve Fund Insurance Policy and/or Reserve Fund Letter of Credit shall be payable to the Paying Agent for such Series (upon the giving of notice as required thereunder) on any interest payment or redemption date on which a deficiency exists which cannot be cured by funds in any other fund or account held pursuant to this Resolution and available for such purpose. The issuer providing such Reserve Fund Insurance Policy and/or Reserve Fund Letter of Credit shall be either (a) an insurer (i) whose municipal bond insurance policies insuring the payment, when due, of the principal of and interest on municipal bond issues results in such issues being rated in one of the two highest rating categories (without regard to gradations, such as “plus” or “minus” of such categories) by either Standard & Poor’s, Moody’s Investors Service or Fitch, or (ii) who holds one of the two highest policyholder ratings accorded insurers by A. M. Best & Company, or any comparable service, or (b) a commercial bank, insurance company or other financial institution the bonds payable or guaranteed by which have, or whose obligation to pay is guaranteed by a commercial bank, insurance company or other financial institution which has, been assigned a rating by either Moody’s Investors Service, Standard & Poor’s or Fitch in one of the two highest rating categories (without regard to gradations, such as “plus” or “minus” of such categories). C-36 If fifteen (15) days prior to an interest payment or mandatory redemption date, the Issuer shall determine that a deficiency exists in the amount of moneys available to pay in accordance with the terms hereof interest and/or principal due on Bonds on such date, the Issuer shall immediately notify (a) the issuer of the applicable Reserve Fund Insurance Policy and/or the issuer of the Reserve Fund Letter of Credit, and (b) the Insurer, if any, of the amount of such deficiency and the date on which such payment is due, and shall take all action to cause such issuer or Insurer to provide moneys sufficient to pay all amounts due on such interest payment or redemption date. If a disbursement is made from a Reserve Fund Insurance Policy and/or Reserve Fund Letter of Credit provided pursuant to this Section 4.5(D), the Issuer shall reinstate the maximum limits of such Reserve Fund Insurance Policy and/or Reserve Fund Letter of Credit immediately following such disbursement from moneys available in the Reserve Fund in accordance with the provisions of the first paragraph of this Section 4.5(D), by depositing funds in the amount of the disbursement made under such instrument, with the issuer thereof, together with interest thereon to the date of reimbursement at the rate set forth in such Reserve Fund Insurance Policy or such Reserve Fund Letter of Credit, but in no case greater than the maximum rate of interest permitted by law. In addition, and in the same manner, the Issuer shall reimburse the issuer of the Reserve Fund Insurance Policy and/or the issuer of the Reserve Fund Letter of Credit for all reasonable expenses incurred by such issuer in connection with the draw on such Reserve Fund Insurance Policy or the Reserve Fund Letter of Credit, as the case may be. The Issuer may evidence its obligation to reimburse the issuer of any Reserve Fund Letter of Credit or Reserve Fund Insurance Policy by executing and delivering to such issuer a promissory note therefor and/or an agreement relating thereto, which shall be approved by Supplemental Resolution, provided, however, any such note and any payment obligations of the Issuer under such agreement (a) shall not be a general obligation of the Issuer the payment of which is secured by the full faith and credit or taxing power of the Issuer, and (b) shall be payable solely from moneys available in the Reserve Fund in accordance with the provisions of the first paragraph of this Section 4.5(D). All of the provisions of such promissory note or such agreement, when executed and delivered by the Issuer, shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim herein. To the extent the Issuer causes to be deposited into the Reserve Fund, a Reserve Fund Insurance Policy and/or a Reserve Fund Letter of Credit for a term of years shorter than the life of the Series of Bonds so insured or secured, then the Reserve Fund Insurance Policy and/or the Reserve Fund Letter of Credit shall provide, among other things, that the issuer thereof shall provide the Issuer with notice as of each anniversary of the date of the issuance of the Reserve Fund Insurance Policy and/or the Reserve Fund Letter of Credit of the intention of the issuer thereof to either (a) extend the term of the Reserve Fund Insurance Policy and/or the Reserve Fund Letter of Credit beyond the expiration dates thereof, or (b) terminate the Reserve Fund Insurance Policy and/or the Reserve Fund Letter of Credit on the initial expiration dates thereof or such other future date as the issuer thereof shall have established. If the issuer of the Reserve Fund Insurance Policy and/or the Reserve Fund Letter of Credit notifies the Issuer pursuant to clause (b) of the immediately preceding sentence or if the Issuer terminates the Reserve Fund Letter of Credit and/or Reserve Fund Insurance Policy, then the Issuer shall deposit into the Reserve Fund, on or prior to the fifteenth (15th) day of the first full calendar month following the date on which such notice is received by the Issuer, such sums as shall be sufficient to pay an amount equal to a fraction, the numerator of which is one (1) and the denominator of which is equal to the number of months remaining in the term of the Reserve Fund Insurance Policy and/or the Reserve Fund Letter of Credit of the Reserve Fund Requirement on the date such notice was received (the maximum amount available, assuming full reimbursement by the Issuer, under the Reserve Fund Letter of Credit and/or the Reserve Fund Insurance Policy to be reduced annually by an amount equal to the deposit to the Reserve Fund during the previous twelve (12) month period) until amounts on deposit in the Reserve Fund, as a result of the aforementioned deposits, and no later than upon the expiration of such Reserve Fund Insurance Policy and/or such Reserve Fund Letter of Credit, shall be equal to the Reserve Fund Requirement applicable thereto. If any Reserve Fund Letter of Credit or Reserve Fund Insurance Policy shall terminate prior to the stated expiration date thereof, the Issuer agrees that it shall fund the Reserve Fund over a period not to exceed sixty (60) months during which it shall make consecutive equal monthly payments in order that the amount on deposit in such account at the end of such period shall equal the Reserve Fund Requirement; provided, the Issuer C-37 may, with the prior written consent of the Insurer, if any, obtain a new Reserve Fund Letter of Credit or a new Reserve Fund Insurance Policy in lieu of making the payments required by this paragraph. Prior to deposit in the Reserve Fund, any Reserve Fund Letter of Credit or Reserve Fund Insurance Policy shall be approved in writing by each Insurer and Credit Bank and shall conform to such additional or different restrictions as such Insurer or Credit Bank shall reasonably require. (E)Purchase or Redemption of Bonds. The Issuer, in its discretion, may use moneys in the Principal Account and the Interest Account to purchase or redeem Bonds coming due on the next principal payment date, provided such purchase or redemption does not adversely affect the Issuer’s ability to pay the principal or interest coming due on such principal payment date on the Bonds not so purchased or redeemed. (F)Deposit of Moneys with Paying Agents. At least one (1) business day prior to the date established for payment of any principal of or Redemption Price, if applicable, or interest on the Bonds, the Issuer shall withdraw from the Sinking Fund sufficient moneys to pay such principal or Redemption Price, if applicable, or interest and deposit such moneys with the Paying Agent for the Bonds to be paid. (G)Reimbursement of Credit Bank. In the case of Bonds secured by a Credit Facility, amounts on deposit in any funds or accounts established for such Bonds may be applied as provided in the applicable Supplemental Resolution to reimburse the Credit Bank for amounts drawn under such Credit Facility to pay the principal of or Redemption Price, if applicable, and interest on such Bonds or to pay the purchase price of any such Bonds which are tendered by the Holders thereof for payment. Section 4.6.Rebate Fund. Amounts on deposit in the Rebate Fund shall be held in trust by the Issuer and used solely to make required rebates to the United States Treasury (except to the extent the same may be transferred to the Revenue Fund) and the Bondholders shall have no right to have the same applied for debt service on the Bonds. The Issuer agrees to undertake all actions required of it in its arbitrage certificate relating to each Series of Bonds (other than Taxable Bonds), and other instructions from Bond Counsel, delivered in connection with or subsequent to the issuance of such Bonds, including, but not limited to: (A)making a determination in accordance with the Code of the amount required to be deposited in the Rebate Fund; (B)depositing from moneys in the Revenue Fund or from other moneys of the Issuer derived from sources other than ad valorem taxation and legally available for such purpose the amount determined in Section 4.6(A) above into the Rebate Fund; (C)paying on the dates and in the manner required by the Code to the United States Treasury from the Rebate Fund and any other legally available moneys of the Issuer such amounts as shall be required by the Code to be rebated to the United States Treasury; and (D)keeping such records of the determinations made pursuant to this Section 4.6 as shall be required by the Code, as well as evidence of the fair market value of any investments purchased with proceeds of the Bonds. The provisions of the above-described arbitrage certificate and instructions of Bond Counsel may be amended from time to time as shall be necessary, in the opinion of Bond Counsel, to comply with the provisions of the Code. Section 4.7.Investments. Each fund and account established hereby shall be continuously secured in the manner by which the deposit of public funds are authorized to be secured by the laws of the State. Moneys on deposit in each fund and account, other than the Reserve Fund, may be invested and reinvested in Authorized Investments maturing not later than the date on which the moneys therein will be needed. Moneys on deposit in the Reserve Fund may be invested or reinvested in securities provided in clauses (1) through (9) of the C-38 definition of Authorized Investments which shall mature no later than five (5) years from the date of acquisition thereof. Any and all income received by the Issuer from the investment of moneys in the Revenue Fund, the Construction Fund, the Rate Stabilization Fund and the Rebate Fund, in the Interest Account, the Principal Account and the Bond Amortization Account in the Sinking Fund, in the Current Account and the Impact Fee Stabilization Account in the Impact Fees Fund, in the Renewal and Replacement Fund (to the extent such income and the other amounts in the Renewal and Replacement Fund do not exceed the Renewal and Replacement Fund Requirement), and in the Reserve Fund (to the extent such income and the other amounts in the Reserve Fund do not exceed the Reserve Fund Requirement) shall be retained in such respective fund or account. Any and all income received from the investment of moneys in the Renewal and Replacement Fund (only to the extent such income and other amounts therein exceed the Renewal and Replacement Fund Requirement) shall be deposited upon receipt thereof in the Revenue Fund. Any and all income received from the investment of moneys in the Reserve Fund (only to the extent such income and other amounts therein exceed the Reserve Fund Requirement) shall be deposited upon receipt thereof in the Interest Account. All investments shall be valued at cost. Nothing contained in this Resolution shall prevent any Authorized Investments acquired as investments of or security for funds held under this Resolution from being issued or held in book-entry form on the books of the Department of the Treasury of the United States. Section 4.8.Separate Accounts. The moneys required to be accounted for in each of the foregoing funds and accounts established herein may be deposited in a single bank account, and funds allocated to the various funds and accounts established herein may be invested in a common investment pool, provided that adequate accounting records are maintained to reflect and control the restricted allocation of the moneys on deposit therein and such investments for the various purposes of such funds and accounts as herein provided. The designation and establishment of the various funds and accounts in and by this Resolution shall not be construed to require the establishment of any completely independent, self-balancing funds as such term is commonly defined and used in governmental accounting, but rather is intended solely to constitute an earmarking of certain revenues for certain purposes and to establish certain priorities for application of such revenues as herein provided. ARTICLE 5 COVENANTS Section 5.1.General. In addition to all of the other covenants of the Issuer contained in this Resolution, the Issuer hereby covenants with each and every successive Holder of any of the Bonds so long as any of the Bonds shall remain Outstanding each and every one of the covenants contained in this Article 5. Section 5.2.Operation and Maintenance. The Issuer will maintain or cause to be maintained the System and all portions thereof in good condition and will operate or cause to be operated the same in an efficient and economical manner, making or causing to be made such expenditures for equipment and for renewals, repairs and replacements as may be proper for the economical operation and maintenance thereof. Section 5.3.Annual Budget. The Issuer shall annually prepare and adopt, prior to the beginning of each Fiscal Year, an Annual Budget in accordance with applicable law. No expenditure for the operation and maintenance of the System shall be made in any Fiscal Year in excess of the amount provided therefor in the Annual Budget (A) without a written finding and recommendation by an Authorized Issuer Officer, which finding and recommendation shall state in detail the purpose of and necessity for such increased expenditures, and (B) until the Governing Body shall have approved such finding and recommendation by resolution. If for any reason the Issuer shall not have adopted the Annual Budget before the first day of any Fiscal Year, other than the first Fiscal Year, the preliminary budget for such Fiscal Year, if it be approved by the C-39 Consulting Engineers, shall be deemed to be in effect for such Fiscal Year until the Annual Budget for such Fiscal Year shall be adopted; and if the preliminary budget shall not have been approved by the Consulting Engineers, the Annual Budget for the preceding Fiscal Year shall be deemed to continue in effect. The Issuer may at any time adopt an amended Annual Budget for the then current Fiscal Year, but no such amended Annual Budget shall supersede any prior budget until it shall be approved by the Consulting Engineers as reasonable and necessary. The Issuer shall mail copies of such Annual Budgets and amended Annual Budgets and all resolutions authorizing increased expenditures for operation and maintenance to any Holder who shall file an address with the Clerk and request in writing that copies of all such Annual Budgets and resolutions be furnished to such Holder and shall make available all such Annual Budgets and resolutions authorizing increased expenditures for operation and maintenance of the System at all reasonable times to any Holder or to anyone acting for or on behalf of any Holder. The Issuer shall be permitted to make a reasonable charge for furnishing to any Holder such Annual Budgets and resolutions. Section 5.4.Rates. The Issuer shall fix, establish, maintain and collect such Rates and revise the same from time to time, whenever necessary, as will always provide in each Fiscal Year: (A)Net Revenues, together with moneys on deposit in the Rate Stabilization Fund, adequate at all times to pay in each Fiscal Year: (i) at least one hundred ten percent (110%) of the current annual Debt Service Requirement becoming due in such Fiscal Year on each Series of Outstanding Bonds, provided that Net Revenues shall equal at least one hundred percent (100%) of the current annual Debt Service Requirement becoming due in such Fiscal Year on each Series of Outstanding Bonds, plus (ii) at least one hundred percent (100%) of any amounts required by the terms hereof to be deposited in the Reserve Fund or in the Renewal and Replacement Fund or with any issuer of a Reserve Fund Letter of Credit or Reserve Fund Insurance Policy in such Fiscal Year, or (B)Net Revenues, together with amounts deposited in the Current Account in the Impact Fees Fund and moneys on deposit in the Rate Stabilization Fund, adequate at all times to pay in each Fiscal Year: (i) at least one hundred twenty percent (120%) of the current annual Debt Service Requirement becoming due in such Fiscal Year on each Series of Outstanding Bonds, provided that Net Revenues shall equal at least one hundred percent (100%) of the current annual Debt Service Requirement becoming due in such Fiscal Year on each Series of Outstanding Bonds, plus (ii) at least one hundred percent (100%) of any amounts required by the terms hereof to be deposited in the Reserve Fund or in the Renewal and Replacement Fund or with any issuer of a Reserve Fund Letter of Credit or Reserve Fund Insurance Policy in such Fiscal Year. Such Rates shall not be so reduced so as to be insufficient to provide Net Revenues fully adequate for the purposes provided therefor by this Resolution. If, in any Fiscal Year, the Issuer shall fail to comply with the requirements contained in Section 5.4(A) above, it shall cause the Consulting Engineers to review its Rates, Gross Revenues, Operating Expenses and methods of operation and to make written recommendations as to the methods by which the Issuer may promptly seek to comply with the requirements set forth in Section 5.4(A) above. The Issuer shall forthwith commence to implement such recommendations to the extent required so as to cause it to thereafter comply with said requirements. C-40 Section 5.5.Books and Records. The Issuer shall keep books, records and accounts of the operation of the System, and of Gross Revenues, Operating Expenses and Impact Fees, and the Holders of any Bonds Outstanding or the duly authorized representatives thereof shall have the right at all reasonable times to inspect all books, records and accounts of the Issuer relating thereto. Section 5.6.Annual Audit. The Issuer shall, immediately after the close of each Fiscal Year, cause the books, records and accounts relating to the System to be properly audited by a recognized independent firm of certified public accountants, and shall require such accountants to complete their report of such Annual Audit in accordance with applicable law. Such Annual Audits shall contain, but not be limited to, a balance sheet, an income statement, a statement of changes in financial position, a statement of changes in retained earnings, a statement of the number and classification of users and services of the System and rates associated with such services, a statement of insurance coverage, and any other statements as required by law or accounting convention, and a certificate by such accountants disclosing any material default on the part of the Issuer of any covenant or agreement herein. Each Annual Audit shall be in conformity with generally accepted accounting principles. A copy of each Annual Audit shall regularly be furnished to any Insurer, to any Credit Bank and to any Holder who shall have furnished an address to the Clerk and requested in writing that the same be furnished to such Holder. The Issuer shall be permitted to make a reasonable charge for furnishing to any Holder such Annual Audit. Section 5.7.No Mortgage or Sale of the System. The Issuer irrevocably covenants, binds and obligates itself not to sell, lease, encumber or in any manner dispose of the System as a whole or any substantial part thereof (except as provided below) until all of the Bonds and all interest thereon shall have been paid in full or provision for payment has been made in accordance with Section 9.1 hereof. The foregoing provision notwithstanding, the Issuer shall have and hereby reserves the right to sell, lease or otherwise dispose of any of the property comprising a part of the System in the following manner, if any one of the following conditions exist: (A) such property is not necessary for the operation of the System, (B) such property is not useful in the operation of the System, (C) such property is not profitable in the operation of the System, or (D) in the case of a lease of such property, will be advantageous to the System and will not adversely affect the security for the Bondholders. Prior to any such sale, lease or other disposition of said property: (1) if the amount to be received therefor is not in excess of one-half (1/2) of one percent (1%) of the value of the gross plant of the System at original cost, an Authorized Issuer Officer shall make a finding in writing determining that one or more of the conditions for sale, lease or disposition of property provided for in the second paragraph of this Section 5.7 have been met; or (2) if the amount to be received from such sale, lease or other disposition of said property shall be in excess of one-half (1/2) of one percent (1%) of the value of the gross plant of the System at original cost, an Authorized Issuer Officer and the Consulting Engineers shall each first make a finding in writing determining that one or more of the conditions for sale, lease or other disposition of property provided for in the second paragraph of this Section 5.7 have been met, and the Governing Body of the Issuer shall, by resolution, duly adopt, approve and concur in the finding of an Authorized Issuer Officer and the Consulting Engineers. The proceeds from such sale, lease or other disposition shall be deposited into the Renewal and Replacement Fund to the extent necessary to make the amount therein equal to the Renewal and Replacement Fund Requirement, and second, into the Revenue Fund. The transfer of the System as a whole from the control of the Governing Body to some other board or authority which may hereafter be created for such purpose and which constitutes a governmental entity, interest on obligations issued by which is excluded from gross income of the holders thereof for federal income tax purposes under Section 103 of the Code, shall not be deemed prohibited by this Section 5.7 and such successor board or authority shall fall within the definition of “Issuer” in Section 1.1 hereof. Notwithstanding the foregoing provisions of this Section 5.7, the Issuer shall have the authority to sell for fair and reasonable consideration any land comprising a part of the System which is no longer necessary or useful in the operation of the System and the proceeds derived from the sale of such land shall be disposed of in accordance with the provisions of the fourth paragraph of this Section 5.7. C-41 The Issuer may make contracts or grant licenses for the operation of, or grant easements or other rights with respect to, any part of the System if such contract, license, easement or right does not, in the opinion of the Consulting Engineers, as evidenced by a certificate to that effect filed with the Issuer, impede or restrict the operation by the Issuer of the System, but any payments to the Issuer under or in connection with any such contract, license, easement or right in respect of the System or any part thereof shall constitute Gross Revenues. Section 5.8.Insurance. The Issuer will carry such insurance as is ordinarily carried by private or public corporations owning and operating utilities similar to the System with a reputable insurance carrier or carriers, including public and product liability insurance in such amounts as the Issuer shall determine to be sufficient and such other insurance against loss or damage by fire, explosion (including underground explosion), hurricane, tornado or other hazards and risks, and said property loss or damage insurance shall at all times be in an amount or amounts equal to the fair appraisal value of the buildings, properties, furniture, fixtures and equipment of the System, or such other amount or amounts as the Consulting Engineers shall approve as sufficient. The Issuer may establish certain minimum levels of insurance for which the Issuer may self-insure. Such minimum levels of insurance shall be in amounts as recommended in writing by an insurance consultant who has a favorable reputation and experience and is qualified to survey risks and to recommend insurance coverage for Persons engaged in operations similar to the System. Section 5.9.No Free Service. The Issuer will not render, or cause to be rendered, any free services of any nature by its System or any part thereof, nor will any preferential rates be established for users of the same class. Section 5.10.No Impairment. The Issuer will not enter into any contract or contracts, nor take any action, the results of which might impair the rights of the Holders and will not permit the operation of any competing water or sewer service facilities in the Issuer; provided, however, the Issuer reserves the right to permit the ownership and operation of water or sewer service facilities or both by itself or by others in any territory which is not in any service area now or hereafter served by the System. Section 5.11.Compulsory Connections. In order better to secure the prompt payment of principal and interest on the Bonds, as well as for the purpose of protecting the health and welfare of the inhabitants of the Issuer, and acting under authority of the Act or other applicable laws of the State, the Issuer will require (A) every owner of each lot in the Issuer which abuts upon any street or public way containing a water line forming a part of the water facilities of the System and upon which lot a building shall subsequently be constructed for residential, commercial or industrial use, to connect such building to such water facilities, and (B) every owner of each lot in the Issuer which abuts upon any street or public way containing a sewer line forming a part of the sewer facilities of the System and upon which lot a building shall subsequently be constructed for residential, commercial or industrial use, to connect such building to such sewer facilities and to cease to use any other method for the disposal of sewage waste or other polluting matter. Section 5.12.Enforcement of Charges. The Issuer shall compel the prompt payment of Rates for service rendered on every lot or parcel connected with the System, and to that end will vigorously enforce all of the provisions of any ordinance or resolution of the Issuer having to do with connections to the facilities of the System and charges therefor, and all of the rights and remedies permitted the Issuer under law, including the requirement for the making of a reasonable deposit by each user, the requirement for disconnection of all premises delinquent in the payment, and the securing of injunction against the disposition of sewage or industrial waste into the sewer facilities of the System by any premises delinquent in the payment of such charges. Section 5.13.Covenants With Credit Banks and Insurers. The Issuer may make such covenants as it may in its sole discretion determine to be appropriate with any Insurer, Credit Bank or other financial institution that shall agree to insure or to provide for Bonds of any one or more Series credit or liquidity support that shall enhance the security or the value of such Bonds. Such covenants may be set forth in the applicable Supplemental Resolution and shall be binding on the Issuer, the Registrar, the Paying Agent and all the Holders the same as if such covenants were set forth in full in this Resolution. C-42 Section 5.14.Special Covenants Relating to Reserve Fund Insurance Policy or Reserve Fund Letter of Credit Generally. (A)The Issuer shall annually submit to the issuer of the Reserve Fund Insurance Policy and/or the Reserve Fund Letter of Credit records of withdrawals on such Reserve Fund Insurance Policy or such Reserve Fund Letter of Credit, as the case may be, received by the Paying Agent and remaining unpaid, the respective dates of such withdrawals, the interest accrued on such withdrawals and the aggregate amount of interest due by the Issuer to the issuer of such Reserve Fund Insurance Policy or such Reserve Fund Letter of Credit, as the case may be. (B)The Issuer hereby acknowledges that the issuer of the Reserve Fund Insurance Policy and/or the Reserve Fund Letter of Credit shall be deemed a third-party beneficiary of this Resolution for the purpose of enforcing the terms, conditions and obligations of this Resolution which benefit the issuer of such Reserve Fund Insurance Policy or such Reserve Fund Letter of Credit, as the case may be. Section 5.15.Collection of Impact Fees. The Issuer shall proceed diligently to perform legally and effectively all steps required in the imposition and collection of the Impact Fees. Upon the due date of any such Impact Fees, the Issuer shall diligently proceed to collect the same and shall exercise all legally available remedies to enforce such collections now or hereafter available under State law. Section 5.16.Consulting Engineers. The Issuer shall employ Consulting Engineers from time to time whenever necessary for compliance with the provisions of this Resolution, whose duties shall be to make any certificates and perform any other acts required or permitted of the Consulting Engineers under this Resolution, and also to review the construction and operation of the System. Section 5.17.Federal Income Tax Covenants; Taxable Bonds. (A)The Issuer covenants with the Holders of each Series of Bonds (other than Taxable Bonds), that it shall not use the proceeds of such Series of Bonds in any manner which would cause the interest on such Series of Bonds to be or become includable in the gross income of the Holder thereof for federal income tax purposes. (B)The Issuer covenants with the Holders of each Series of Bonds (other than Taxable Bonds) that neither the Issuer nor any Person under its control or direction will make any use of the proceeds of such Series of Bonds (or amounts deemed to be proceeds under the Code) in any manner which would cause such Series of Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code, and neither the Issuer nor any other Person shall do any act or fail to do any act which would cause the interest on such Series of Bonds to become includable in the gross income of the Holder thereof for federal income tax purposes. (C)The Issuer hereby covenants with the Holders of each Series of Bonds (other than Taxable Bonds) that it will comply with all provisions of the Code necessary to maintain the exclusion of interest on such series of Bonds from the gross income of the Holder thereof for federal income tax purposes, including, in particular, the payment of any amount required to be rebated to the United States Treasury pursuant to the Code. (D)The Issuer may, if it so elects, issue one or more Series of Taxable Bonds the interest on which is (or may be) includable in the gross income of the Holder thereof for federal income taxation purposes, so long as each Bond of such Series states in the body thereof that interest payable thereon is (or may be) subject to federal income taxation and provided that the issuance thereof will not cause the interest on any other Bonds theretofore issued hereunder to be or become includable in the gross income of the Holder thereof for federal income tax purposes. Section 5.18.Continuing Disclosure. The Issuer agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate executed by the Issuer and dated the date of issuance of the Series 2000 Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof (the “Continuing Disclosure Certificate”). Notwithstanding any other provision of this Resolution, C-43 failure of the Issuer to comply with the Continuing Disclosure Certificate shall not be considered an Event of Default; however, any Bondholder or Beneficial Owner (as hereinafter defined) may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Issuer to comply with its obligations under this Section 5.18. For purposes of this Section 5.18, “Beneficial Owner” means any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 2000 Bonds (including persons holding Series 2000 Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Series 2000 Bonds for federal income tax purposes. ARTICLE 6 SUBORDINATED INDEBTEDNESS AND ADDITIONAL BONDS Section 6.1.Subordinated Indebtedness. The Issuer will not issue any other obligations, except under the conditions and in the manner provided herein, payable from the Pledged Funds or voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge having priority to or being on a parity with the lien thereon in favor of the Bonds and the interest thereon. The Issuer may at any time or from time to time issue evidences of indebtedness that are not Additional Bonds and that are payable in whole or in part out of the Pledged Funds and which may be secured by a pledge of the Pledged Funds; provided, however, that such pledge shall be, and shall be expressed to be, subordinated in all respects to the pledge of the Pledged Funds created by this Resolution. The Issuer shall have the right to covenant with the holders from time to time of any Subordinated Indebtedness to add to the conditions, limitations and restrictions under which any Additional Bonds may be issued pursuant to Section 6.2 hereof. The Issuer agrees to pay promptly any Subordinated Indebtedness as the same shall become due. Section 6.2.Issuance of Additional Bonds. The Issuer may issue one or more Series of Additional Bonds for any one or more of the following purposes: financing the Cost of any Project, or the completion thereof or of the Initial Project, or refunding any or all Outstanding Bonds or of any Subordinated Indebtedness of the Issuer. Additional Bonds shall be deemed to have been issued pursuant to this Resolution the same as the Outstanding Bonds, and all of the other covenants and other provisions of this Resolution (except as to details of such Additional Bonds inconsistent therewith) shall be for the equal benefit, protection and security of the Holders of all Bonds issued pursuant to this Resolution; provided, however, any Supplemental Resolution authorizing the issuance of Additional Bonds may provide that any of the covenants herein contained will not be applicable to such Additional Bonds, provided that such provision shall not, in the opinion of Bond Counsel, adversely affect the rights of the Holders of any Bonds which shall then be Outstanding. Except as provided in Section 4.2 and Section 4.5 hereof, all Bonds, regardless of the time or times of their issuance, shall rank equally with respect to their lien on the Pledged Funds and their sources and security for payment therefrom without preference of any Bonds over any other; provided, however, that the Issuer shall include a provision in any Supplemental Resolution authorizing the issuance of Variable Rate Bonds pursuant to this Section 6.2 that in the event the principal thereof is accelerated due to such Bonds being held by the issuer of a Credit Facility, the lien of such Bonds on the Pledged Funds shall be subordinate in all respects to the pledge of the Pledged Funds created by this Resolution. No such Additional Bonds shall be issued by the Issuer unless the following conditions are complied with: (A) The Issuer shall certify that it is current in all deposits into the various funds and accounts established hereby and all payments theretofore required to have been deposited or made by it under the provisions of this Resolution and has complied with the covenants and agreements of this Resolution. (B) There shall have been obtained and filed with the Issuer a certificate of a Qualified Independent Consultant: (1) stating that such consultant has examined the books and records of the Issuer relating to the collection and receipt of Gross Revenues and Impact Fees and relating to Operating Expenses; (2) setting forth the amount of Net Revenues and Impact Fees deposited into the Current Account during the most recent preceding Fiscal Year for which audited financial statements are available or any twelve (12) consecutive months selected by the Issuer of the twenty-four (24) months immediately preceding the issuance of such Additional Bonds; (3) stating that: C-44 (a) such Net Revenues, adjusted as provided in Section 6.2(D) hereof, equal at least: (i) 1.10 times the maximum annual Debt Service Requirement for the next succeeding four Fiscal Years for all Outstanding Bonds and such Additional Bonds then proposed to be issued, plus (ii) 1.00 times any amounts required by the terms hereof to be deposited in the Reserve Fund or in the Renewal and Replacement Fund or with any issuer of a Reserve Fund Letter of Credit or Reserve Fund Insurance Policy during such period, plus (iii) 1.00 times the maximum annual subordinated debt service for all Subordinated Indebtedness then outstanding; or (b) such Net Revenues, adjusted as provided in Section 6.2(D) hereof, and Impact Fees deposited into the Current Account, adjusted as provided in Section 6.2(E) hereof, equal at least: (i) 1.20 times the maximum annual Debt Service Requirement for the next succeeding four Fiscal Years for all Outstanding Bonds and such Additional Bonds then proposed to be issued, and that such Net Revenues, adjusted as provided in Section 6.2(D) hereof, equal at least 1.00 times the maximum annual Debt Service Requirement for the next succeeding four Fiscal Years for all Outstanding Bonds and such Additional Bonds then proposed to be issued, plus (ii) 1.00 times any amounts required by the terms hereof to be deposited in the Reserve Fund or in the Renewal and Replacement Fund or with any issuer of a Reserve Fund Letter of Credit or Reserve Fund Insurance Policy during such period, plus (iii) 1.00 times the maximum annual subordinated debt service for all Subordinated Indebtedness then outstanding; and (4) stating that no Event of Default was disclosed in the report of the most recent Annual Audit, or if such Event of Default was so disclosed, that it shall have been cured. (C)For the purpose of this Section 6.2, the phrase “immediately preceding Fiscal Year or any twelve (12) consecutive months selected by the Issuer of the twenty-four (24) months immediately preceding the issuance of such Additional Bonds” shall be sometimes referred to as “twelve (12) consecutive months.” (D) Such Net Revenues may be adjusted by the Qualified Independent Consultant upon the written advice of the Consulting Engineers, at the option of the Issuer, as follows: (1)If the Issuer, prior to the issuance of the proposed Additional Bonds, shall have increased the Rates, the Net Revenues for the twelve (12) consecutive months shall be adjusted to show the Net Revenues which would have been derived from the System in such twelve (12) consecutive months as if such increased Rates had been in effect during all of such twelve (12) consecutive months. (2)If the Issuer, prior to the issuance of the proposed Additional Bonds, shall have acquired or has contracted to acquire any privately or publicly owned existing water or sewer system, the cost of which shall be paid from all or part of the proceeds of the issuance of the proposed Additional Bonds, then the Net Revenues derived from the System during the twelve (12) consecutive months immediately preceding the issuance of said Additional Bonds shall be increased by adding to the Net Revenues for said twelve (12) consecutive months the Net Revenues which would have been derived from said existing water or sewer system as if such existing water or sewer system had been a part of the System during such twelve (12) consecutive months. For the purposes of this paragraph, the Net Revenues derived from said existing water or sewer system during such twelve (12) consecutive months shall be adjusted to C-45 determine such Net Revenues by deducting the cost of operation and maintenance of said existing water or sewer system from the gross revenues of said system. (3)If the Issuer, in connection with the issuance of Additional Bonds, shall enter into a contract (with a duration not less than the final maturity of such Additional Bonds) with any public or private entity whereby the Issuer agrees to furnish services in connection with any water or sewer system, then the Net Revenues of the System during the twelve (12) consecutive months immediately preceding the issuance of said Additional Bonds shall be increased by the least amount which said public or private entity shall guarantee to pay in any one year for the furnishing of said services by the Issuer, after deducting therefrom the proportion of operating expenses and repair, renewal and replacement cost attributable in such year to such services. (4)In the event the Issuer shall be constructing or acquiring additions, extensions or improvements to the System from the proceeds of such Additional Bonds and shall have established Rates to be charged and collected from users of such facilities when service is rendered, such Net Revenues may be adjusted by adding thereto the Net Revenues estimated by the Consulting Engineers to be derived during the first twelve (12) months of operation after completion of the construction or acquisition of said additions, extensions and improvements from the proposed users of the facilities to be financed by Additional Bonds together with other funds on hand or lawfully obtained for such purpose. (E)The amount of such Impact Fees deposited into the Current Account during such twelve (12) consecutive months may be adjusted by the Qualified Independent Consultant upon the written advice of the Consulting Engineers, at the option of the Issuer, to the amount of Impact Fees which would have been deposited into the Current Account during such twelve (12) consecutive months if the Impact Fees Debt Service Component to be in effect immediately after the issuance of such Additional Bonds had been in effect during such twelve (12) consecutive months. If such twelve (12) consecutive months includes all or any part of the Fiscal Year ending September 30, 2000, the amount of such Impact Fees deposited into the Current Account during such twelve (12) consecutive months may be adjusted as provided in this Section 6.2(E) assuming that the Series 2000 Bonds and such Additional Bonds had been outstanding and that the provisions of this Resolution relating to the deposit of Impact Fees into the Current Account had been in effect, during the entire Fiscal Year ending September 30, 2000. (F) In the event any Additional Bonds are issued for the purpose of refunding any Bonds then Outstanding, the conditions of Section 6.2(B) shall not apply, provided that the issuance of such Additional Bonds shall not result in an increase in the aggregate amount of principal of and interest on the Outstanding Bonds becoming due in the current Fiscal Year and all subsequent Fiscal Years. The conditions of Section 6.2(B) hereof shall apply to Additional Bonds issued to refund Subordinated Indebtedness and to Additional Bonds issued for refunding purposes which cannot meet the conditions of this paragraph. (G) In the event that the total amount of any Series of Bonds authorized to be issued shall not be issued simultaneously, such Bonds which shall be issued subsequently shall be subject to the conditions of Section 6.2(B) hereof. (H) If at any time the Issuer shall enter into an agreement or contract for an ownership interest in any public or privately owned water or sewer system or for the reservation of capacity therein whereby the Issuer has agreed as part of the cost thereof to pay part of the debt service on the obligations of such public or privately owned water or sewer system issued in connection therewith, such payments to be made by the Issuer shall be junior, inferior and subordinate in all respects to the Bonds issued hereunder, unless such obligations (when treated as Additional Bonds) shall meet the conditions of Section 6.2(B) hereof, in which case such obligations shall rank on parity as to lien on the Pledged Funds with the Bonds. (I)In addition to all of the other requirements specified in this Section 6.2, the Issuer must comply with any applicable provisions of any financing documents relating to outstanding Subordinated Indebtedness to the extent such provisions impact on the ability of the Issuer to issue Additional Bonds. C-46 Section 6.3.Bond Anticipation Notes. The Issuer may issue notes in anticipation of the issuance of Bonds which shall have such terms and details and be secured in such manner, not inconsistent with this Resolution, as shall be provided by resolution of the Issuer. Section 6.4.Accession of Subordinated Indebtedness to Parity Status with Bonds. The Issuer may provide for the accession of Subordinated Indebtedness to the status of complete parity with the Bonds, if (A) the Issuer shall meet all the requirements imposed upon the issuance of Additional Bonds by Section 6.2 hereof, assuming, for purposes of said requirements, that such Subordinated Indebtedness shall be Additional Bonds, (B) the facilities financed by such Subordinated Indebtedness shall be, or become part of the System, and (C) the Issuer shall provide for the funding of the Reserve Fund, upon such accession, in an amount equal to the increase in the amount of the Reserve Fund Requirement occasioned by such accession in accordance with Section 4.5(D) hereof. If the aforementioned conditions are satisfied, the Subordinated Indebtedness shall be deemed to have been issued pursuant to this Resolution the same as the Outstanding Bonds, and such Subordinated Indebtedness shall be considered Bonds for all purposes provided in this Resolution. ARTICLE 7 DEFAULTS AND REMEDIES Section 7.1.Events of Default. The following events shall each constitute an “Event of Default” hereunder: (A)Default shall be made in the payment of the principal of, Amortization Installment, redemption premium or interest on any Bond when due. (B)There shall occur the dissolution or liquidation of the Issuer, or the filing by the Issuer of a voluntary petition in bankruptcy, or the commission by the Issuer of any act of bankruptcy, or adjudication of the Issuer as a bankrupt, or assignment by the Issuer for the benefit of its creditors, or appointment of a receiver for the Issuer, or the entry by the Issuer into an agreement of composition with its creditors, or the approval by a court of competent jurisdiction of a petition applicable to the Issuer in any proceeding for its reorganization instituted under the provisions of the Federal Bankruptcy Act, as amended, or under any similar act in any jurisdiction which may now be in effect or hereafter enacted. (C)The Issuer shall default in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Bonds or in this Resolution on the part of the Issuer to be performed, and such default shall continue for a period of thirty (30) days after written notice of such default shall have been received from any Insurer or the Holders of not less than twenty-five percent (25%) of the aggregate principal amount of Bonds Outstanding or any Credit Bank. Notwithstanding the foregoing, the Issuer shall not be deemed in default hereunder if such default can be cured within a reasonable period of time and if the Issuer in good faith institutes curative action and diligently pursues such action until the default has been corrected. Section 7.2.Remedies. Any Holder of Bonds issued under the provisions of this Resolution or any trustee or receiver acting for such Bondholders may either at law or in equity, by suit, action, mandamus or other proceedings in any court of competent jurisdiction, protect and enforce any and all rights under the laws of the State, or granted and contained in this Resolution, and may enforce and compel the performance of all duties required by this Resolution or by any applicable statutes to be performed by the Issuer or by any officer thereof. The Holder or Holders of Bonds in an aggregate principal amount of not less than twenty-five percent (25%) of the Bonds then Outstanding may by a duly executed certificate in writing appoint a trustee for Holders of Bonds issued pursuant to this Resolution with authority to represent such Bondholders in any legal proceedings for the enforcement and protection of the rights of such Bondholders and such certificate shall be executed by such Bondholders or their duly authorized attorneys or representatives, and shall be filed in the office of the Clerk. Notice of such appointment, together with evidence of the requisite signatures of the Holders of not less than twenty-five percent (25%) in aggregate principal amount of Bonds Outstanding and the trust instrument under which the trustee shall have agreed to serve shall be filed with the Issuer and the trustee and notice of appointment C-47 shall be given to all Holders of Bonds in the same manner as notices of redemption are given hereunder. After the appointment of the first trustee hereunder, no further trustees may be appointed; however, the Holders of a majority in aggregate principal amount of all the Bonds then Outstanding may remove the trustee initially appointed and appoint a successor and subsequent successors at any time. Section 7.3.Directions to Trustee as to Remedial Proceedings. The Holders of a majority in principal amount of the Bonds then Outstanding (or any Insurer insuring, or any Credit Bank providing a Credit Facility for, any then Outstanding Bonds) have the right, by an instrument or concurrent instruments in writing executed and delivered to the trustee, to direct the method and place of conducting all remedial proceedings to be taken by the trustee hereunder, provided that such direction shall not be otherwise than in accordance with law or the provisions hereof, and that the trustee shall have the right to decline to follow any such direction which in the opinion of the trustee would be unjustly prejudicial to Holders of Bonds not parties to such direction. Section 7.4.Remedies Cumulative. No remedy herein conferred upon or reserved to the Bondholders is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. Section 7.5.Waiver of Default. No delay or omission of any Bondholder to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default, or an acquiescence therein; and every power and remedy given by Section 7.2 of this Resolution to the Bondholders may be exercised from time to time, and as often as may be deemed expedient. Section 7.6.Application of Moneys After Default. If an Event of Default shall happen and shall not have been remedied, the Issuer or a trustee or receiver appointed for the purpose shall apply all Pledged Funds as follows and in the following order: (A)To the payment of the reasonable and proper charges, expenses and liabilities of the trustee or receiver, Registrar and Paying Agent hereunder; and (B)To the payment of the interest and principal or Redemption Price, if applicable, then due on the Bonds, as follows: (1)Unless the principal of all the Bonds shall have become due and payable, all such moneys shall be applied: FIRST: to the payment to the Persons entitled thereto of all installments of interest then due, in the order of the maturity of such installments, and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the Persons entitled thereto, without any discrimination or preference; SECOND: to the payment to the Persons entitled thereto of the unpaid principal of any of the Bonds which shall have become due at maturity or upon mandatory redemption prior to maturity (other than Bonds called for redemption for the payment of which moneys are held pursuant to the provisions of Section 9.1 of this Resolution), in the order of their due dates, with interest upon such Bonds from the respective dates upon which they became due, and, if the amount available shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment first of such interest, ratably according to the amount of such interest due on such date, and then to the payment of such principal, ratably according to the amount of such principal due on such date, to the Persons entitled thereto without any discrimination or preference; and THIRD: to the payment of the Redemption Price of any Bonds called for optional redemption pursuant to the provisions of this Resolution. C-48 (2)If the principal of all the Bonds shall have become due and payable, all such moneys shall be applied to the payment of the principal and interest then due and unpaid upon the Bonds, with interest thereon as aforesaid, without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the Persons entitled thereto without any discrimination or preference. Section 7.7.Control by Insurer or Credit Bank. Upon the occurrence and continuance of an Event of Default, each Insurer or Credit Bank, if such Insurer or Credit Bank shall have honored all of its commitments under its Bond Insurance Policy or its Credit Facility, as the case may be, shall be entitled to direct and control the enforcement of all rights and remedies with respect to the Bonds it shall insure or for which such Credit Facility is provided. ARTICLE 8 SUPPLEMENTAL RESOLUTIONS Section 8.1.Supplemental Resolution Without Bondholders’ Consent. The Issuer, from time to time and at any time, may adopt such Supplemental Resolutions without the consent of the Bondholders (which Supplemental Resolution shall thereafter form a part hereof) for any of the following purposes: (A)To cure any ambiguity or formal defect or omission or to correct any inconsistent provisions in this Resolution or to clarify any matters or questions arising hereunder. (B)To grant to or confer upon the Bondholders any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the Bondholders. (C)To add to the conditions, limitations and restrictions on the issuance of Bonds under the provisions of this Resolution other conditions, limitations and restrictions thereafter to be observed. (D)To add to the covenants and agreements of the Issuer in this Resolution other covenants and agreements thereafter to be observed by the Issuer or to surrender any right or power herein reserved to or conferred upon the Issuer. (E)To specify and determine at any time prior to the first delivery of any Series of Bonds the matters and things referred to in Section 2.1 or Section 2.2 hereof, and also any other matters and things relative to such Bonds which are not contrary to or inconsistent with this Resolution as theretofore in effect, or to amend, modify or rescind any such authorization, specification or determination. (F)To authorize an Additional Project or to change or modify the description of the Initial Project or any Additional Project. (G)To specify and determine matters necessary or desirable for the issuance of Capital Appreciation Bonds or Variable Rate Bonds. (H)To authorize Additional Bonds or Subordinated Indebtedness. (I)To make any other change that, in the opinion of Bond Counsel, would not materially adversely affect the security for the Bonds, provided that the Issuer has obtained the consent of the Insurer prior to making such change. In making such determination, Bond Counsel shall not take into consideration any Bond Insurance Policy. Except Supplemental Resolutions described in subsections (E), (F) and (H) of this Section 8.1, no Supplemental Resolution adopted pursuant to this Article 8 shall become effective unless approved by every Insurer; C-49 and the Issuer covenants and agrees to furnish to each Insurer an executed original transcript of the Issuer’s proceedings with respect to the adoption of each Supplemental Resolution. Section 8.2.Supplemental Resolution With Bondholders’, Insurer’s and Credit Bank’s Consent. Subject to the terms and provisions contained in this Section 8.2 and Section 8.1 hereof, the Holder or Holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding shall have the right, from time to time, anything contained in this Resolution to the contrary notwithstanding, to consent to and approve the adoption of such Supplemental Resolution or Resolutions hereto as shall be deemed necessary or desirable by the Issuer for the purpose of supplementing, modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Resolution; provided, however, that if such modification or amendment will, by its terms, not take effect so long as any Bonds of any specified Series or maturity remain Outstanding, the consent of the Holders of such Bonds shall not be required and such Bonds shall not be deemed to be Outstanding for the purpose of any calculation of Outstanding Bonds under this Section 8.2. Any Supplemental Resolution which is adopted in accordance with the provisions of this Section 8.2 shall also require the written consent of the Insurer of, or any Credit Bank providing a Credit Facility for, any Bonds which are Outstanding at the time such Supplemental Resolution shall take effect. No Supplemental Resolution may be approved or adopted which shall permit or require (A) an extension of the maturity of the principal of or the payment of the interest on any Bond issued hereunder, (B) reduction in the principal amount of any Bond or the Redemption Price or the rate of interest thereon, (C) the creation of a lien upon or a pledge of the Pledged Funds other than the lien and pledge created by this Resolution which adversely affects any Bondholders, (D) a preference or priority of any Bond or Bonds over any other Bond or Bonds, or (E) a reduction in the aggregate principal amount of the Bonds required for consent to such Supplemental Resolution. Nothing herein contained, however, shall be construed as making necessary the approval by Bondholders, the Insurer or the Credit Bank of the adoption of any Supplemental Resolution as authorized in Section 8.1 hereof. If at any time the Issuer shall determine that it is necessary or desirable to adopt any Supplemental Resolution pursuant to this Section 8.2, the Clerk shall cause the Registrar to give notice of the proposed adoption of such Supplemental Resolution and the form of consent to such adoption to be mailed, postage prepaid, to all Bondholders at their addresses as they appear on the registration books and to all Insurers of, and Credit Banks providing a Credit Facility for, Bonds Outstanding. Such notice shall briefly set forth the nature of the proposed Supplemental Resolution and shall state that copies thereof are on file at the offices of the Clerk and the Registrar for inspection by all Bondholders. The Issuer shall not, however, be subject to any liability to any Bondholder by reason of its failure to cause the notice required by this Section 8.2 to be mailed and any such failure shall not affect the validity of such Supplemental Resolution when consented to and approved as provided in this Section 8.2. Whenever the Issuer shall deliver to the Clerk an instrument or instruments in writing purporting to be executed by the Holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding, which instrument or instruments shall refer to the proposed Supplemental Resolution described in such notice and shall specifically consent to and approve the adoption thereof in substantially the form of the copy thereof referred to in such notice, thereupon, but not otherwise, the Issuer may adopt such Supplemental Resolution in substantially such form, without liability or responsibility to any Holder of any Bond, whether or not such Holder shall have consented thereto. If the Holders of not less than a majority in aggregate principal amount of the Bonds Outstanding at the time of the adoption of such Supplemental Resolution shall have consented to and approved the adoption thereof as herein provided, no Holder of any Bond shall have any right to object to the adoption of such Supplemental Resolution, or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety of the adoption thereof, or to enjoin or restrain the Issuer from adopting the same or from taking any action pursuant to the provisions thereof. Upon the adoption of any Supplemental Resolution pursuant to the provisions of this Section 8.2, this Resolution shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Resolution of the Issuer and all Holders of Bonds then Outstanding shall thereafter be determined, exercised and enforced in all respects under the provisions of this Resolution as so modified and amended. C-50 Section 8.3.Amendment with Consent of Insurer and/or Credit Bank Only. If all of the Bonds Outstanding hereunder are insured or secured as to payment of principal and interest by an Insurer or Insurers and/or by a Credit Facility provided by a Credit Bank or Credit Banks, and the Insurer or Insurers and/or the Credit Bank or Credit Banks, as applicable, are not in default, and the Bonds, at the time of the hereinafter described amendment, shall be rated by the rating agencies which shall have rated the Bonds at the time such Bonds were insured or such Credit Facility was provided no lower than the ratings assigned thereto by such rating agencies on the date such Bonds were insured or such Credit Facility was provided, the Issuer may enact one or more Supplemental Resolutions amending all or any part of Article 1, Article 4, Article 5, Article 6 and Article 7 hereof with the written consent of said Insurer or Insurers and/or said Credit Bank or Credit Banks, as applicable, and the acknowledgment by said Insurer or Insurers and/or said Credit Bank or Credit Banks that its Bond Insurance Policy or its Credit Facility, as the case may be, will remain in full force and effect. The consent of the Holders of any Bonds shall not be necessary. The foregoing right of amendment, however, does not apply to any amendment to Section 5.17 hereof with respect to the exclusion, if applicable, of interest on said Bonds from the gross income of the Holders thereof for federal income tax purposes nor may any such amendment deprive the Holders of any Bond of right to payment of the Bonds from, and their lien on, the Pledged Funds and any additional security pledged hereunder. Upon filing with the Clerk of evidence of such consent of the Insurer or Insurers and/or the Credit Bank or Credit Banks as aforesaid, the Issuer may adopt such Supplemental Resolution. After the adoption by the Issuer of such Supplemental Resolution, notice thereof shall be mailed in the same manner as notice of an amendment under Section 8.2 hereof. ARTICLE 9 MISCELLANEOUS Section 9.1.Defeasance. If the Issuer shall pay or cause to be paid or there shall otherwise be paid to the Holders of all Bonds the principal or Redemption Price, if applicable, and interest due or to become due thereon, at the times and in the manner stipulated therein and in this Resolution, then the pledge of the Pledged Funds and any additional security pledged hereunder, and all covenants, agreements and other obligations of the Issuer to the Bondholders, shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Paying Agents shall pay over or deliver to the Issuer all money or securities held by them pursuant to this Resolution which are not required for the payment or redemption of Bonds not theretofore surrendered for such payment or redemption. Any Bonds or interest installments appertaining thereto, whether at or prior to the maturity or redemption date of such Bonds, shall be deemed to have been paid within the meaning of this Section 9.1 if (A) in case any such Bonds are to be redeemed prior to the maturity thereof, there shall have been taken all action necessary to call such Bonds for redemption and notice of such redemption shall have been duly given or provision shall have been made for the giving of such notice, and (B) there shall have been deposited in irrevocable trust with a banking institution or trust company by or on behalf of the Issuer either moneys in an amount which shall be sufficient, or Securities the principal of and the interest on which when due will provide moneys which, together with the moneys, if any, deposited with such bank or trust company at the same time shall be sufficient, to pay the principal of or Redemption Price, if applicable, and interest due and to become due on said Bonds on and prior to the redemption date or maturity date thereof, as the case may be. Neither the Securities nor any moneys so deposited with such bank or trust company nor any moneys received by such bank or trust company on account of principal of or Redemption Price, if applicable, or interest on said Securities shall be withdrawn or used for any purpose other than, and all such moneys shall be held in trust for and be applied to, the payment, when due, of the principal of or Redemption Price, if applicable, of the Bonds for the payment or redemption of which they were deposited and the interest accruing thereon to the date of maturity or redemption thereof; provided, however, the Issuer may substitute new Securities and moneys for the deposited Securities and moneys if the new Securities and moneys are sufficient to pay the principal of or Redemption Price, if applicable, and interest on such Bonds. For purposes of determining whether Variable Rate Bonds shall be deemed to have been paid prior to the maturity or the redemption date thereof, as the case may be, by the deposit of moneys, or specified Securities and moneys, if any, in accordance with this Section 9.1, the interest to come due on such Variable Rate Bonds on or prior to the maturity or redemption date thereof, as the case may be, shall be calculated at the Maximum Interest Rate; provided, however, that if on any date, as a result of such Variable Rate Bonds having borne interest at less C-51 than the Maximum Interest Rate for any period, the total amount of moneys and specified Securities on deposit for the payment of interest on such Variable Rate Bonds is in excess of the total amount which would have been required to be deposited on such date in respect of such Variable Rate Bonds in order to satisfy this Section 9.1, such excess shall be paid to the Issuer free and clear of any trust, lien, pledge or assignment securing the Bonds or otherwise existing under this Resolution. In the event the Bonds for which moneys are to be deposited for the payment thereof in accordance with this Section 9.1 are not by their terms subject to redemption within the next succeeding sixty (60) days, the Issuer shall cause the Registrar to mail a notice to the Holders of such Bonds that the deposit required by this Section 9.1 of moneys or Securities has been made and said Bonds are deemed to be paid in accordance with the provisions of this Section 9.1 and stating such maturity or redemption date upon which moneys are to be available for the payment of the principal of or Redemption Price, if applicable, and interest on said Bonds. Nothing herein shall be deemed to require the Issuer to call any of the Outstanding Bonds for redemption prior to maturity pursuant to any applicable optional redemption provisions, or to impair the discretion of the Issuer in determining whether to exercise any such option for early redemption. In the event that the principal of or Redemption Price, if applicable, and interest due on the Bonds or any portion thereof shall be paid by an Insurer or Insurers or a Credit Bank or Credit Banks, such Bonds or any portion thereof shall remain Outstanding, shall not be defeased and shall not be considered paid by the Issuer, and the pledge of the Pledged Funds and any additional security pledged hereunder, and all covenants, agreements and other obligations of the Issuer to the Bondholders shall continue to exist and such Insurer or Insurers or such Credit Bank or Credit Banks shall be subrogated to the rights of such Bondholders. Section 9.2.Capital Appreciation Bonds. For the purposes of (A) receiving payment of the Redemption Price if a Capital Appreciation Bond is redeemed prior to maturity, or (B) receiving payment of a Capital Appreciation Bond if the principal of all Bonds becomes due and payable under the provisions of this Resolution, or (C) computing the amount of Bonds held by the Holder of a Capital Appreciation Bond in giving to the Issuer or any trustee or receiver appointed to represent the Bondholders any notice, consent, request or demand pursuant to this Resolution for any purpose whatsoever, the principal amount of a Capital Appreciation Bond shall be deemed to be its Accreted Value. For the purpose of determining the aggregate principal amount of Capital Appreciation Bonds which may be issued hereunder, only the aggregate principal amount of such Bonds at their initial offering shall be counted, without regard to the aggregated Accreted Value or face amount of such Bonds which shall be payable at their respective maturities. Section 9.3.Sale of Series 2000 Bonds; Authorization of Execution and Delivery of Purchase Contract. A negotiated sale of the 2000 Bonds is hereby authorized. The Mayor and the Issuer’s Finance Director are hereby authorized and directed to award the sale of the Series 2000 Bonds to the Underwriter in an aggregate principal amount which shall not exceed $18,200,000, at an aggregate purchase price (net of original issue discount) of not less than 99.0% of the original principal amount of such Series 2000 Bonds, as approved by the Mayor or the Issuer’s Finance Director (the “Minimum Purchase Price”), and with final terms, as approved by the Mayor or the Issuer’s Finance Director within the following parameters (the “Parameters”): the final maturity of the Series 2000 Bonds shall not be later than December 31, 2030; the true interest cost of the Series 2000 Bonds shall not exceed 6.75% and the Series 2000 Bonds shall be subject to optional redemption no later than 10.5 years from the date of issuance of the Series 2000 Bonds, at a redemption price of no more than 101% of the principal amount thereof to be redeemed plus accrued interest. The proposed form of the Purchase Contract presented by the Underwriter is hereby approved, with such omissions, insertions and variations as may be necessary and/or desirable and approved by the Mayor or the Issuer’s Finance Director prior to the execution and delivery thereof, such necessity and/or desirability and approval to be presumed by the execution thereof by the Mayor; the Mayor or the Issuer’s Finance Director is hereby authorized to accept the offer of the Underwriter to purchase the Series 2000 Bonds in an aggregate principal amount not to exceed $18,200,000, at a purchase price of not less than the Minimum Purchase Price plus accrued interest thereon to the date of delivery and with final terms within the Parameters, upon the terms and conditions set forth in the Purchase Contract; and the Mayor is hereby authorized to execute and approve the Purchase Contract for and on behalf of the Issuer pursuant to the terms hereof. Receipt by the Mayor or the Issuer’s Finance Director of a C-52 report of the Issuer’s financial advisor stating that the aggregate purchase price set forth in the Purchase Contract is not less than the Minimum Purchase Price and that the final terms are within the Parameters shall constitute conclusive proof that all of the terms and conditions set forth in this Section 9.3 have been fully satisfied. The Series 2000 Bonds shall be in denominations of $5,000 or integral multiples thereof, shall be in Book Entry Form, shall be dated such dates, shall bear interest at such rates, shall be payable on such dates, shall mature on such dates, shall be redeemable prior to maturity upon such terms and conditions and shall have such other terms as are set forth in the Purchase Contract and approved by the Mayor or the Issuer’s Finance Director, and the authority to approve such matters is hereby expressly delegated to the Mayor and the Issuer’s Finance Director, with such approval to be conclusively evidenced by the Mayor’s execution of any documents including such terms. Prior to the execution and delivery of the Purchase Contract, the Underwriter shall file with the Mayor the disclosure statement required by Section 218.385(6), Florida Statutes, as amended. The Mayor, the City Clerk, the Issuer’s Finance Director, and the other officers, agents and employees of the Issuer are hereby authorized and directed to conclude the issuance and delivery of the Series 2000 Bonds in accordance with the provisions of this Resolution and the Purchase Contract. The authority for the issuance of such aggregate principal amount of the Series 2000 Bonds herein authorized which shall not be delivered to the Underwriter pursuant to the provisions of the Purchase Contract is hereby canceled and rescinded. Section 9.4.Approval of Preliminary Official Statement and Authorization of Official Statement. The form of the Preliminary Official Statement, with such omissions, insertions and variations as may be necessary and/or desirable and approved by the Mayor or the Issuer’s Finance Director prior to the release thereof, is hereby approved, and the Preliminary Official Statement is hereby authorized to be delivered by the Issuer to the Underwriter at or prior to the execution and delivery of the Purchase Contract; and the Issuer’s Finance Director is hereby authorized to deem the Preliminary Official Statement final as of its date on behalf of the Issuer for purposes of Rule 15c2-12 of the Securities and Exchange Commission (except for such omissions permitted by such Rule 15c2-12), and to execute a certificate to that effect to be delivered to the Underwriter. A final official statement in substantially the form of the “deemed final” Preliminary Official Statement, with such omissions, insertions and variations as may be necessary and/or desirable and approved by the Mayor or the Issuer’s Finance Director prior to the release thereof, is hereby authorized to be delivered by the Issuer to the Underwriter at or prior to the issuance and delivery of the Series 2000 Bonds. The Mayor is hereby authorized to evidence the Issuer’s approval of the final official statement by his endorsement thereof upon one or more copies, and approval of all such omissions, insertions and variations may be presumed from such endorsement upon any copy of such final official statement. Bond Counsel is hereby directed to furnish to the Division of Bond Finance of the Department of General Services of the State of Florida a copy of the final official statement, a notice of the impending sale of the Series 2000 Bonds and the other information required by Section 218.38, Florida Statutes, as amended, within the appropriate time periods specified by such section. Section 9.5.Registrar and Paying Agent. First Union National Bank, Jacksonville, Florida, is hereby appointed Registrar and Paying Agent for the Series 2000 Bonds. Section 9.6.Authorization of Execution and Delivery of Registrar and Paying Agency Agreement. The Registrar and Paying Agency Agreement, with such omissions, insertions and variations as may be approved on behalf of the Issuer by the Mayor or the Issuer’s Finance Director, such approval to be evidenced conclusively by the Mayor’s execution thereof, is hereby approved and authorized. The Issuer hereby authorizes and directs the Mayor to execute the Registrar and Paying Agency Agreement and to deliver the same to the Registrar and Paying Agent for the Series 2000 Bonds. All of the provisions of the Registrar and Paying Agency Agreement, when executed, dated and delivered by or on behalf of the Issuer as authorized herein and by or on behalf of the Registrar and Paying Agent, shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim herein. Section 9.7.Authorization of Execution and Delivery of Continuing Disclosure Certificate. The Continuing Disclosure Certificate, with such omissions, insertions and variations as may be approved on behalf C-53 of the Issuer by the Mayor or the Issuer’s Finance Director, such approval to be evidenced conclusively by the Mayor’s execution thereof, is hereby approved and authorized. The Issuer hereby authorizes and directs the Mayor to execute and deliver the Continuing Disclosure Certificate. All of the provisions of the Continuing Disclosure Certificate, when executed, dated and delivered by or on behalf of the Issuer as authorized herein, shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim herein. Section 9.8.Escrow Holder. First Union National Bank, Jacksonville, Florida, is hereby appointed Escrow Holder for the Series 2000 Bonds under the Escrow Deposit Agreement. Section 9.9.Authorization of Execution and Delivery of Escrow Deposit Agreement. The Escrow Deposit Agreement, with such omissions, insertions and variations as may be approved on behalf of the Issuer by the Mayor or the Issuer’s Finance Director, such approval to be evidenced conclusively by the Mayor’s execution thereof, is hereby approved and authorized. The Issuer hereby authorizes and directs the Mayor to execute and deliver the Escrow Deposit Agreement. All of the provisions of the Escrow Deposit Agreement, when executed, dated and delivered by or on behalf of the Issuer as authorized herein and by or on behalf of the Escrow Holder, shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim herein. Section 9.10.Provisions Relating to Insurers Generally. Notwithstanding any other provisions of this Resolution to the contrary, the following provisions shall apply with respect to the Series 2000 Bonds or any Additional Bonds hereafter issued the timely payment of the principal of and interest on which is insured by a Bond Insurance Policy. (A) Except as otherwise provided in paragraph (D) below, and notwithstanding the terms of Section 8.2 hereof, an Insurer shall be deemed to be the sole Holder of each Bond insured by it for purposes of consent to the execution and delivery of any supplemental resolution or ordinance or any amendment, supplement or change to or modification of this Resolution and direction, approval or the taking of any other action that the Bondholders whose Bonds are insured by such Insurer are entitled to take pursuant hereto. (B)Except as otherwise provided in paragraph (D) below, upon the occurrence and continuance of an event of default, an Insurer shall be deemed to be the sole Holder of each Bond insured by it for purposes of directing the enforcement and exercising of rights and remedies granted to the Bondholders under this Resolution, no acceleration of such Bonds shall occur without the prior written consent of such Insurer, and such Insurer shall also be entitled to approve all waivers of events of default with respect to Bonds insured by the Insurer. Notwithstanding the foregoing, however, any notices of events of default hereunder required to be sent to Bondholders shall be sent to Bondholders as well as each Insurer. In the event that the maturity of Bonds is accelerated, an Insurer of such Bonds may pay the accelerated principal and accrued or accreted interest, as applicable, on such principal to the date of acceleration and the Insurer's obligations under its Bond Insurance Policy with respect to such Bonds shall be fully discharged. (C)In the event that the principal and/or interest due on Bonds insured by an Insurer shall be paid by such Insurer pursuant to its Bond Insurance Policy, such Bonds shall remain outstanding for all purposes, not be defeased or otherwise satisfied and not be considered paid by the Issuer, and the assignment and pledge of the Pledged Funds and all covenants, agreements and other obligations of the Issuer to the Holders thereof shall continue to exist and shall run to the benefit of such Insurer and the Insurer shall be subrogated to the rights of such Holders in accordance with the Bond Insurance Policy. (D)Notwithstanding any other provision contained in this Section 9.10 or elsewhere in this Resolution to the contrary: (1)If an Insurer shall be in default in the due and punctual performance of its payment obligations under its Bond Insurance Policy or if such policy for whatever reason is not then enforceable and in full force and effect; or C-54 (2)If an Insurer shall apply for or consent to the appointment of a receiver, custodian, trustee or liquidator of such Insurer or of all or a substantial part of its assets, or shall admit in writing its inability, or be generally unable, to pay its debts as such debts become due, or shall make a general assignment for the benefit of its creditors, or commence a voluntary case under the Federal Bankruptcy Code (as now or hereafter in effect) or shall file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, or shall fail to consent in a timely and appropriate manner, or acquiesce in writing to, any other petition filed against such Insurer in any involuntary case under said Federal Bankruptcy Code, or shall take any other action for the purpose of effecting the foregoing; or (3)If a proceeding or case shall be commenced without the application or consent of an Insurer, in any court of competent jurisdiction seeking the liquidation, reorganization, dissolution, winding up or composition or readjustment of debts of such Insurer or the appointment of a trustee, receiver, custodian, or liquidator or the like of the Insurer or of all or a substantial part of its assets, or similar relief with respect to the Insurer under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, and such proceeding or case shall continue undismissed and an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed in effect for a period of sixty (60) days from the commencement of such proceedings or case, or any order for relief against the Insurer shall be entered in an involuntary case under said Federal Bankruptcy Code; then and in any such event such Insurer shall not be entitled to any rights specifically granted to it herein to consent to, approve or participate in any actions proposed to be taken by the Issuer, a Bondholder or any of them pursuant to this Resolution or to receive any notices or other documents or instruments. (E)The Issuer hereby acknowledges that the issuer of the Bond Insurance Policy shall be deemed a third-party beneficiary of this Resolution for the purpose of enforcing the terms, conditions and obligations of this Resolution which benefit the issuer of such Bond Insurance Policy. Section 9.11.Authorization of Execution and Delivery of Commitments for a Bond Insurance Policy and Reserve Fund Insurance Policy for the Series 2000 Bonds. In order to provide for the payment of the Series 2000 Bonds and to meet the Reserve Requirement for the Series 2000 Bonds, the Issuer hereby selects FSA as the Insurer for the Series 2000 Bonds and approves FSA’s commitments for a Bond Insurance Policy and Reserve Fund Insurance Policy for the Series 2000 Bonds, in the forms set forth as Exhibit F to this Resolution. The Issuer hereby authorizes and directs the Mayor to execute and deliver such commitments, including the Insurance Agreement substantially in the form attached as Exhibit B to the commitment for the FSA Reserve Fund Insurance Policy. Section 9.12.Provisions Relating to the Bond Insurance Policy for the Series 2000 Bonds. So long as FSA is providing a Bond Insurance Policy for the Series 2000 Bonds, the following provisions shall apply with respect to the Series 2000 Bonds and the Bond Insurance Policy, notwithstanding anything to the contrary contained in this Resolution: (A)The Series 2000 Bonds shall bear a Statement of Insurance in the following form: “Financial Security Assurance, Inc. (“Financial Security”), New York, New York, has delivered its municipal bond insurance policy with respect to the scheduled payments due of principal of and interest on this Bond to First Union National Bank, Jacksonville, Florida, or its successor, as paying agent for the Bonds (the “Paying Agent”). Said Policy is on file and available for inspection at the principal office of the Paying Agent and a copy thereof may be obtained from Financial Security or the Paying Agent.” (B)No modification, amendment or supplement to this Resolution or any other transaction document associated with the Series 2000 Bonds (each a “Related Document”) may become effective except upon obtaining the prior written consent of FSA. C-55 (C)Copies of any modification or amendment to this Resolution or any other Related Document shall be sent to Standard & Poor’s and Moody’s Investors Service at least 10 days prior to the effective date thereof. (D)The rights granted to FSA under this Resolution or any other Related Document to request, consent to or direct any action are rights granted to FSA in consideration of its issuance of the Bond Insurance Policy for the Series 2000 Bonds. Any exercise by FSA of such rights is merely an exercise of FSA’s contractual rights and shall not be construed or deemed to be taken for the benefit or on behalf of the Bondholders nor does such action evidence any position of FSA, positive or negative, as to whether Bondholder consent is required in addition to consent of FSA. (E)If, on the third business day prior to the related scheduled interest payment date or principal payment date or the date to which a Series 2000 Bond maturity has been accelerated (“Payment Date”) there is not on deposit in the Sinking Fund, after making all transfers required under this Resolution, moneys sufficient to pay the principal of and interest on the Series 2000 Bonds due on such Payment Date, the Issuer shall give notice to FSA and to its designated agent (if any) (“FSA’s Fiscal Agent”) by telephone or telecopy of the amount of such deficiency by 12:00 noon, New York City time, on such Business Day. If, on the second Business Day prior to the related Payment Date, there continues to be a deficiency in the amount available to pay the principal of and interest on the Series 2000 Bonds due on such Payment Date, the Issuer or the Paying Agent shall make a claim under the Bond Insurance Policy and give notice to FSA and FSA’s Fiscal Agent (if any) by telephone of the amount of such deficiency, and the allocation of such deficiency between the amount required to pay interest on the Series 2000 Bonds and the amount required to pay principal of the Series 2000 Bonds, confirmed in writing to FSA and FSA’s Fiscal Agent by 12:00 noon, New York City time, on such second Business Day by filling in the form of Notice of Claim and Certificate delivered with the Bond Insurance Policy. In the event the claim to be made is for a mandatory sinking fund redemption installment, upon receipt of the moneys due, the Registrar shall authenticate and deliver to affected Bondholders who surrender their Series 2000 Bonds a new Series 2000 Bond or Series 2000 Bonds in an aggregate principal amount equal to the unredeemed portion of the Series 2000 Bond surrendered. The Registrar and Paying Agent shall designate any portion of payment of principal on Series 2000 Bonds paid by FSA, whether by virtue of mandatory sinking fund redemption, maturity or other advancement of maturity, on its books as a reduction in the principal amount of Series 2000 Bonds registered to the then current Bondholder, whether DTC or its nominee or otherwise, and shall issue a replacement Series 2000 Bond to FSA, registered in the name of Financial Security Assurance Inc., in a principal amount equal to the amount of principal so paid (without regard to authorized denominations); provided that the Registrar and Paying Agent’s failure to so designate any payment or issue any replacement Series 2000 Bond shall have no effect on the amount of principal or interest payable by the Issuer on any Series 2000 Bond or the subrogation rights of FSA under Section 9.10(C). The Paying Agent shall keep a complete and accurate record of all funds deposited by FSA into the Policy Payments Account (defined below) and the allocation of such funds to payment of interest on and principal paid in respect of any Series 2000 Bond. FSA shall have the right to inspect such records at reasonable times upon reasonable notice to the Paying Agent. Upon payment of a claim under the Bond Insurance Policy, the Paying Agent shall establish a separate special purpose trust account for the benefit of Bondholders referred to herein as the “Policy Payments Account” and over which the Paying Agent shall have exclusive control and sole right of withdrawal. The Paying Agent shall receive any amount paid under the Bond Insurance Policy in trust on behalf of Bondholders and shall deposit any such amount in the Policy Payments Account and distribute such amount only for purposes of making the payments for which a claim was made. Such amounts shall be disbursed by the Paying Agent to the Bondholders in the same manner as principal and interest payments are to be made with respect to the Series 2000 Bonds under the sections hereof regarding payment of Series 2000 Bonds. It shall not be necessary for such payments to be made by checks or wire transfers separate from the check or wire transfer used to pay debt service with other funds available to make such payments. Funds held in the Policy Payments Account shall not be invested by the Paying Agent and may not be applied to satisfy any cost, expenses or liabilities of the Paying Agent. C-56 Any funds remaining in the Policy Payments Account following a Payment Date shall promptly be remitted to FSA. (F)The Issuer shall pay or reimburse FSA any and all charges, fees, costs and expenses which FSA may reasonably pay or incur in connection with (i) the administration, enforcement, defense or preservation of any rights or security in any Related Document, (ii) the pursuit of any remedies under this Resolution or any other Related Document or otherwise afforded by law or equity, (iii) any amendment, waiver or other action with respect to, or related to, this Resolution or any other Related Document whether or not executed or completed, (iv) the violation by the Issuer of any law, rule or regulation, or any judgment, order or decree applicable to it or (v) any litigation or other dispute in connection with this Resolution or any other Related Document or the transactions contemplated thereby, other than amounts resulting from the failure of FSA to honor its obligations under the Bond Insurance Policy. FSA reserves the right to charge a reasonable fee as a condition to executing any amendment, waiver or consent proposed in respect of this Resolution or any other Related Document. (G)FSA shall be entitled to pay principal (or, in the case of Capital Appreciation Bonds, accreted value) or interest on the Series 2000 Bonds that shall become Due for Payment but shall be unpaid by reason of Nonpayment by the Issuer (as such terms are defined in the Bond Insurance Policy) and any amounts due on the Series 2000 Bonds as a result of acceleration of the maturity thereof in accordance with this Resolution, whether or not FSA has received a Notice of Nonpayment (as such terms are defined in the Bond Insurance Policy) or a claim upon the Bond Insurance Policy. (H)The notice address of the Insurer is: Financial Security Assurance Inc., 350 Park Avenue, New York, New York 10022-6022, Attention: Managing Director – Surveillance; Re: Policy No. _______, Telephone: (212) 826-0100; Telecopier: (212) 339-3529. In each case in which notice or other communication refers to an Event of Default, then a copy of such notice or other communication shall also be sent to the attention of General Counsel and shall be marked to indicate “URGENT MATERIAL ENCLOSED.” (I)FSA shall be provided with the following information: (1)Annual audited financial statements within 120 days after the end of the Issuer’s fiscal year and the Issuer’s annual budget within 30 days after the approval thereof; (2)Notice of any draw upon the Reserve Fund within two Business Days after knowledge thereof other than (i) withdrawals of amounts in excess of the Reserve Requirement and (ii) withdrawals in connection with a refunding of Bonds; (3)Notice of any default known to the Issuer within five Business Days after knowledge thereof; (4)Prior notice of the advance refunding or redemption of any of the Series 2000 Bonds, including the principal amount, maturities and CUSIP numbers thereof; (5)Notice of the resignation or removal of the Paying Agent and Registrar and the appointment of, and acceptance of duties by, any successor thereto; (6)Notice of the commencement of any proceeding by or against the Issuer commenced under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an “Insolvency Proceeding”); (7)Notice of the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer of any payment of principal of, or interest on, the Series 2000 Bonds; (8)A full original transcript of all proceedings relating to the execution of any amendment or supplement to the Related Documents; and C-57 (9)All reports, notices and correspondence to be delivered under the terms of the Related Documents. Section 9.13.Provisions Relating to the FSA Reserve Fund Insurance Policy. So long as FSA is providing a Reserve Fund Insurance Policy to meet the portion of the Reserve Fund Requirement attributable to the Series 2000 Bonds, the following provisions shall apply, notwithstanding anything to the contrary contained in this Resolution: (A)The Issuer shall repay any draws under the FSA Reserve Fund Insurance Policy and pay all related reasonable expenses incurred by FSA. Interest shall accrue and be payable on such draws and expenses from the date of payment by FSA at the Late Payment Rate. “Late Payment Rate” means the lesser of (a) the greater of (i) the per annum rate of interest, publicly announced from time to time by The Chase Manhattan Bank at its principal office in the City of New York, as its prime or base lending rate (“Prime Rate”) (any change in such Prime Rate to be effective on the date such change is announced by The Chase Manhattan Bank) plus 3%, and (ii) the then applicable highest rate of interest on the Bonds and (b) the maximum rate permissible under applicable usury or similar laws limiting interest rates. The Late Payment Rate shall be computed on the basis of the actual number of days elapsed over a year of 365 days. In the event The Chase Manhattan Bank ceases to announce its Prime Rate publicly, the Prime Rate shall be the publicly announced prime or base lending rate of such national bank as FSA shall specify. Repayment of draws and payment of expenses and accrued interest thereon at the Late Payment Rate (collectively, “Policy Costs”) shall commence in the first month following each draw, and each such monthly payment shall be in an amount at least equal to 1/12 of the aggregate of Policy Costs related to such draw. Amounts in respect of Policy Costs paid to FSA shall be credited first to interest due, then to the expenses due and then to principal due. As and to the extent that payments are made to FSA on account of principal due, the coverage under the FSA Reserve Fund Insurance Policy will be increased by a like amount, subject to the terms of the FSA Reserve Fund Insurance Policy. All cash and investments in the Reserve Fund shall be transferred to the Sinking Fund for payment of debt service on the Bonds before any drawing may be made on any Reserve Fund Insurance Policy or Reserve Fund Letter of Credit. Payment of any Policy Costs shall be made prior to replenishment of any such cash amounts. Draws on all Reserve Fund Letters of Credit and Reserve Fund Insurance Policies (including the FSA Reserve Fund Insurance Policy) on which there is available coverage shall be made on a pro-rata basis (calculated by reference to the coverage then available thereunder) after applying all available cash and investments in the Reserve Fund. Payment of Policy Costs and payment or reimbursement of amounts with respect to other Reserve Fund Letters of Credit and Reserve Fund Insurance Policies shall be made on a pro-rata basis prior to replenishment of any cash drawn from the Reserve Fund. (B)If the Issuer shall fail to pay any Policy Costs in accordance with the requirements of paragraph (A) above, FSA shall be entitled to exercise any and all legal and equitable remedies available to it, including those provided hereunder, other than (i) acceleration of the maturity of the Series 2000 Bonds or (ii) remedies which would adversely affect owners of the Series 2000 Bonds. (C)This Resolution shall not be discharged until all Policy Costs owing to FSA shall have been paid in full. The Issuer’s obligation to pay such amounts shall expressly survive payment in full of the Series 2000 Bonds. (D)In order to secure the Issuer’s payment obligations with respect to the Policy Costs, there shall be granted and perfected in favor of FSA a security interest (subordinate only to that of the owners of the Bonds, and on a parity with similar security interests granted to other providers of Reserve Fund Insurance Policies or Reserve Fund Letters of Credit) in all revenues and collateral pledged as security for the Bonds. C-58 (E)If there is necessity for a claim upon the FSA Reserve Fund Insurance Policy, the Issuer shall provide notice to FSA and the Paying Agent in accordance with the terms of the FSA Reserve Fund Insurance Policy, at least five business days prior to each date upon which interest or principal is due on the Bonds. Section 9.14.General Authority. The members of the Governing Body and the Issuer’s officers, attorneys and other agents and employees are hereby authorized to do all acts and things required of them by this Resolution or desirable or consistent with the requirements hereof for the full, punctual and complete performance of all of the terms, covenants and agreements contained in the Bonds and this Resolution, and they are hereby authorized to execute and deliver all documents which shall be required by Bond Counsel or the initial purchasers of the Bonds to effectuate the sale of the Bonds to said initial purchasers. Section 9.15.No Personal Liability. No representation, statement, covenant, warranty, stipulation, obligation or agreement herein contained, or contained in the Bonds, or in any certificate or other instrument to be executed on behalf of the Issuer in connection with the issuance of the Bonds, shall be deemed to be a representation, statement, covenant, warranty, stipulation, obligation or agreement of any member of the Governing Body, officer, employee or agent of the Issuer in his or her individual capacity, and none of the foregoing persons nor any officer of the Issuer executing the Bonds, or any certificate or other instrument to be executed in connection with the issuance of the Bonds, shall be liable personally thereon or be subject to any personal liability or accountability by reason of the execution or delivery thereof. Section 9.16.No Third Party Beneficiaries. Except such other Persons as may be expressly described herein or in the Bonds, nothing in this Resolution, or in the Bonds, expressed or implied, is intended or shall be construed to confer upon any Person other than the Issuer and the Holders any right, remedy or claim, legal or equitable, under and by reason of this Resolution or any provision hereof, or of the Bonds, all provisions hereof and thereof being intended to be and being for the sole and exclusive benefit of the Issuer and the Persons who shall from time to time be the Holders. Section 9.17.Severability of Invalid Provisions. If any one or more of the covenants, agreements or provisions of this Resolution shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements and provisions of this Resolution and shall in no way affect the validity of any of the other covenants, agreements or provisions hereof or of the Bonds issued hereunder. Section 9.18.Repeal of Inconsistent Resolutions. All resolutions or parts thereof in conflict herewith are hereby superseded and repealed to the extent of such conflict. Section 9.19.Table of Contents and Headings not Part Hereof. The Table of Contents preceding the body of this Resolution and the headings preceding the several articles and sections hereof shall be solely for convenience of reference and shall not constitute a part of this Resolution or affect its meaning, construction or effect. Section 9.20.Effective Date. This Resolution shall take effect immediately upon its adoption. C-59 PASSED, APPROVED AND ADOPTED this 24th day of October, 2000. CITY COUNCIL OF THE CITY OF CLERMONT, FLORIDA By: /s/ Harold S. Turville, Jr. Harold S. Turville, Jr., Mayor (OFFICIAL SEAL) ATTEST: /s/ Joseph E. Van Zile Joseph E. Van Zile, City Clerk C-60 CITY OF CLERMONT RESOLUTION NO. 1638 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CLERMONT, FLORIDA AMENDING AND RESTATING IN ITS ENTIRETY RESOLUTION NO. 1542 ADOPTED ON AUGUST 28, 2007; AMENDING AND SUPPLEMENTING RESOLUTION NO. 1162 ADOPTED BY THE CITY COUNCIL OF THE CITY OF CLERMONT, FLORIDA, ON OCTOBER 24, 2000, FOR THE PURPOSE OF AUTHORIZING THE ISSUANCE BY THE CITY OF NOT EXCEEDING $17,500,000 PRINCIPAL AMOUNT OF WATER AND SEWER REVENUE REFUNDING BONDS, SERIES 2009, FOR THE PURPOSES OF (I) REFUNDING THE CITY’S OUTSTANDING WATER AND SEWER REVENUE AND REFUNDING BONDS, SERIES 2000 (THE “REFUNDED OBLIGATIONS”), (II) FUNDING A DEBT SERVICE RESERVE ACCOUNT WITH RESPECT TO THE SERIES 2009 BONDS AND (III) PAYING THE COSTS OF ISSUING THE SERIES 2009 BONDS; PLEDGING TO SECURE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE SERIES 2009 BONDS THE PLEDGED FUNDS DESCRIBED IN RESOLUTION NO. 1162; ESTABLISHING OR PROVIDING FOR THE ESTABLISHMENT OF THE DATED DATE, INTEREST RATES, INTEREST PAYMENT DATES, PROVISIONS FOR REDEMPTION AND MATURITY SCHEDULES OF SAID SERIES 2009 BONDS; DELEGATING CERTAIN AUTHORITY TO THE ADMINISTRATIVE SERVICES DIRECTOR TO AWARD SAID SERIES 2009 BONDS PURSUANT TO A PUBLIC BID, PROVIDED THE BIDS SUBMITTED SATISFY CERTAIN PARAMETERS SET FORTH HEREIN; APPROVING THE FORM OF A PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING THE EXECUTION OF A FINAL OFFICIAL STATEMENT WITH RESPECT TO THE SERIES 2009 BONDS; APPROVING THE FORM OF AN OFFICIAL NOTICE OF SALE, SUMMARY NOTICE OF SALE AND BID FORM WITH RESPECT TO SAID SERIES 2009 BONDS; APPOINTING THE REGISTRAR AND PAYING AGENT FOR THE SERIES 2009 BONDS AND APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF A REGISTRAR AND PAYING AGENCY AGREEMENT; APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF A CONTINUING DISCLOSURE CERTIFICATE; AUTHORIZING EXECUTION OF ONE OR MORE AGREEMENTS WITH A BOND INSURER TO ISSUE A BOND INSURANCE POLICY TO SECURE THE PAYMENT OF THE SERIES 2009 BONDS AND TO ISSUE A RESERVE ACCOUNT INSURANCE POLICY WITH RESPECT TO THE SERIES 2009 BONDS; APPOINTING AN ESCROW HOLDER AND APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF AN ESCROW DEPOSIT AGREEMENT PROVIDING FOR THE PAYMENT OF THE REFUNDED OBLIGATIONS; AMENDING SECTION 4.5(D) OF RESOLUTION NO. 1162 TO PROVIDE FOR SEPARATE ACCOUNTS IN THE DEBT SERVICE RESERVE FUND TO SECURE SEPARATE SERIES OF BONDS; MAKING CERTAIN COVENANTS AND AGREEMENTS FOR THE BENEFIT OF THE HOLDERS OF THE SERIES 2009 BONDS; AND PROVIDING AN EFFECTIVE DATE. C-61 TABLE OF CONTENTS Page No. ARTICLE 1 GENERAL SECTION 1.1 Definitions...........................................................................................................................................64 SECTION 1.2 Authority for Resolution......................................................................................................................66 SECTION 1.3 Resolution to Constitute Contract........................................................................................................66 SECTION 1.4 Findings...............................................................................................................................................66 SECTION 1.5 Authorization of Refunding.................................................................................................................68 ARTICLE 2 AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF SERIES 2009 BONDS SECTION 2.1 Authorization of Series 2009 Bonds....................................................................................................68 SECTION 2.2 Description of Series 2009 Bonds........................................................................................................68 SECTION 2.3 Application of Series 2009 Bond Proceeds..........................................................................................69 SECTION 2.4 Execution of Series 2009 Bonds..........................................................................................................70 SECTION 2.5 Book-Entry Only..................................................................................................................................70 SECTION 2.6 Authentication......................................................................................................................................71 SECTION 2.7 Temporary Bonds................................................................................................................................71 SECTION 2.8 Series 2009 Bonds Mutilated, Destroyed, Stolen or Lost....................................................................71 SECTION 2.9 Interchangeability, Negotiability and Transfer....................................................................................71 SECTION 2.10 Form of Bonds...................................................................................................................................72 ARTICLE 3 SECURITY, SPECIAL FUNDS AND APPLICATION THEREOF; AMENDMENT TO ORIGINAL INSTRUMENT SECTION 3.1 Series 2009 Bonds not to be Indebtedness of Issuer............................................................................79 SECTION 3.2 Security for Series 2009 Bonds............................................................................................................79 SECTION 3.3 Additional Security..............................................................................................................................79 SECTION 3.4 Application of Provisions of Original Instrument................................................................................79 SECTION 3.5 Amendment to Section 4.5(D) of Original Instrument.........................................................................79 ARTICLE 4 MISCELLANEOUS SECTION 4.1 Selection of Bond Insurer....................................................................................................................80 SECTION 4.2 Provisions Relating to the Reserve Fund Insurance Policy..................................................................80 SECTION 4.3 Sale of the Series 2009 Bonds..............................................................................................................80 SECTION 4.4 Approval of Draft Preliminary Official Statement and Authorization of Preliminary Official ent.....................................................................................81 Statement and Final Official Statem SECTION 4.5 Conditions to Acceptance of Bid.........................................................................................................81 SECTION 4.6 Registrar and Paying Agent; Authorization of Execution and Delivery of Registrar and Paying Agency Agreement........................................................................................................82 SECTION 4.7 Escrow Holder; Execution and Delivery of Escrow Deposit Agreement............................................82 C-62 SECTION 4.8 Authorization of Execution and Delivery of Continuing Disclosure Certificate.................................82 SECTION 4.9 General Authority................................................................................................................................83 SECTION 4.10 Authorization of Execution of Certificates and Other Instruments....................................................83 SECTION 4.11 No Personal Liability.........................................................................................................................83 SECTION 4.12 No Third Party Beneficiaries.............................................................................................................83 SECTION 4.13 Severability of Invalid Provisions......................................................................................................83 SECTION 4.14 Repeal of Inconsistent Resolutions....................................................................................................83 SECTION 4.15 Original Instrument in Full Force and Effect.....................................................................................84 SECTION 4.16 Table of Contents and Headings not Part Hereof...............................................................................84 SECTION 4.17 Effective Date....................................................................................................................................84 Exhibit A Official Notice of Sale Exhibit B Summary Notice of Sale Exhibit C Draft of Preliminary Official Statement Exhibit D Continuing Disclosure Certificate Exhibit E Registrar and Paying Agency Agreement Exhibit F Escrow Deposit Agreement C-63 WHEREAS, the City Council (the “City Council”) of the City of Clermont, Florida adopted Resolution No. 1542 on August 28, 2007; and WHEREAS, the City Council has determined that it is in the best financial interest of the City to amend and restate in its entirety Resolution No. 1542 as hereinafter provided; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CLERMONT, FLORIDA THAT RESOLUTION NO. 1542 IS AMENDED AND RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS: ARTICLE 1 GENERAL SECTION 1.1Definitions. When used in this Resolution, the terms defined in the Original Instrument (as hereinafter defined) shall have the respective meanings assigned thereto by the Original Instrument and the following terms shall have the following meanings, unless the context clearly otherwise requires: “Act” shall mean the Constitution and laws of the State of Florida, including Chapter 166, Part II, Florida Statutes, as amended, and other applicable provisions of law. “Administrative Services Director” shall mean the Administrative Services Director of the Issuer or such other person as may be duly authorized by the Issuer to act on his or her behalf “Bond Counsel” shall mean Foley & Lardner LLP, Jacksonville, Florida, bond counsel to the Issuer with respect to the issuance of the Series 2009 Bonds. “Bond Insurance Policy” means a municipal bond insurance policy issued by the Insurer guaranteeing the scheduled payment of principal of and interest on the Series 2009 Bonds when due. “Book-Entry System” shall mean, with respect the Series 2009 Bonds, a form or system, as applicable, under which (1) the ownership of beneficial interest in the Series 2009 Bonds and debt service payments on the Series 2009 Bonds may be transferred only through a book entry and (2) physical Series 2009 Bond certificates in fully registered form are registered only in the name of a Depository or its nominee as holder, with the physical Series 2009 Bond certificates “immobilized” in the custody of the Depository. “Clerk” shall mean the City Clerk of the Issuer or such other person as may be duly authorized by the Issuer to act on his or her behalf. “Continuing Disclosure Certificate” shall mean the Continuing Disclosure Certificate of the Issuer with respect to the Series 2009 Bonds, substantially in the form attached hereto as Exhibit D. “Depository” shall mean any Person which acts as a securities depository. The initial Depository for the Series 2009 Bonds shall be The Depository Trust Company. “Draft Preliminary Official Statement” shall mean the draft preliminary official statement relating to the Series 2009 Bonds, substantially in the form attached hereto as Exhibit C. “Escrow Account” shall mean the Escrow Account held for the benefit of the holders of the Refunded Obligations by the Escrow Holder under the Escrow Deposit Agreement. “Escrow Deposit Agreement” shall mean the Escrow Deposit Agreement to be executed and delivered between the Issuer and the Escrow Holder, substantially in the form attached hereto as Exhibit F. C-64 “Escrow Holder” shall mean the Escrow Holder appointed pursuant to Section 4.7 of this Resolution. “Escrow Requirement” shall have the meaning assigned to such term in the Escrow Deposit Agreement. “Financial Advisor” shall mean Public Financial Management, Inc. “Governing Body” shall mean the City Council of the Issuer or its successor in function. “Insurance Agreement” shall mean an Insurance and Reimbursement Agreement or similar agreement which may be entered into between the Issuer and the Insurer relating to the Series 2009 Bonds, the Bond Insurance Policy and the Reserve Fund Insurance Policy. “Insurer” shall mean, with respect to the Series 2009 Bonds, a municipal bond insurance corporation designated by the Mayor or the Administrative Services Director of the Issuer as provided in Section 4.1 hereof. “Mayor” shall mean the Mayor of the Issuer or such other person as may be duly authorized by the Issuer to act on his or her behalf. “Official Notice of Sale” shall mean the Official Notice of Sale relating to the Series 2009 Bonds substantially in the form attached hereto as Exhibit A. “Original Instrument” shall mean Resolution No. 1162 adopted by the Governing Body on October 24, 2000, amending and restating in its entirety Resolution No. 901 adopted by the Governing Body on February 27, 1996. “Purchaser” shall mean bidder submitting the lowest bid proposal in the competitive sale of the Series 2009 Bonds. “Refunded Obligations” shall mean all of the outstanding Series 2000 Bonds, to be irrevocably called for redemption in the Escrow Deposit Agreement. “Registered Owner” shall have the same meaning as the term “Bondholder.” “Registrar and Paying Agency Agreement” shall mean the Registrar and Paying Agency Agreement between the Issuer and the Registrar and Paying Agent, substantially in the form attached hereto as Exhibit E. “Registrar and Paying Agent” shall mean the Person designated as such pursuant to Section 4.7 hereof and its successors and assigns. “Reserve Fund Insurance Policy” shall mean with respect to the Series 2009 Bonds a Reserve Fund Insurance Policy issued by the Insurer in connection with the issuance of the Series 2009 Bonds guaranteeing certain payments into the Reserve Fund. “Resolution” and “this Resolution” shall mean this instrument, as the same may from time to time be amended, modified or supplemented. “Series 2000 Bonds” shall mean the Issuer’s outstanding Water and Sewer Revenue and Refunding Bonds, Series 2000, issued pursuant to the Original Instrument. “Series 2009 Bonds” shall mean the Water and Sewer Revenue and Refunding Bonds, Series 2009, authorized to be issued by the Issuer pursuant to Section 2.1 hereof. “Summary Notice of Sale” shall mean the Summary Notice of Sale relating to the Series 2009 Bonds . substantially in the form attached hereto as Exhibit B C-65 The terms “herein,” “hereunder,” “hereby,” “hereto,” “hereof,” and any similar terms, shall refer to this Resolution; the term “heretofore” shall mean before the date of adoption of this Resolution; and the term “hereafter” shall mean after the date of adoption of this Resolution. Words importing the singular number include the plural number, and vice versa. SECTION 1.2Authority for Resolution. This Resolution is adopted pursuant to the provisions of the Act and other applicable provisions of law. SECTION 1.3Resolution to Constitute Contract. In consideration of the purchase and acceptance of any or all of the Series 2009 Bonds by those who shall hold the same from time to time, the provisions of this Resolution shall be deemed to be and shall constitute a contract between the Issuer and the Holders from time to time of the Series 2009 Bonds and shall be a part of the contract of the Issuer with any Credit Bank and any Insurer that pertains to the Series 2009 Bonds. The pledge made in this Resolution and the provisions, covenants and agreements herein set forth to be performed by or on behalf of the Issuer shall be for the equal benefit, protection and security of the Holders of any and all of the Series 2009 Bonds and for the benefit, protection and security of any Credit Bank and any Insurer insuring the Series 2009 Bonds. All of the Series 2009 Bonds, regardless of the time or times of their issuance or maturity, shall be of equal rank without preference, priority or distinction of any of the Series 2009 Bonds over any other thereof except as expressly provided in or pursuant to this Resolution. . SECTION 1.4Findings It is hereby ascertained, determined and declared as follows: (A) The Issuer presently owns and operates a water and sewer system for the health, benefit and welfare of its citizen and inhabitants. (B) The Issuer has heretofore issued and has presently outstanding and unpaid the Refunded Obligations. (C) The Issuer deems it necessary, desirable and in the best financial interest of the Issuer that the Refunded Obligations be refunded in order to effectuate interest cost savings and a reduction in the debt service applicable to bonded indebtedness in the manner hereinafter provided. Simultaneously with the issuance of the Series 2009 Bonds, subject to Sections 2.1 and 4.6 hereof, a sufficient portion of the proceeds of the Series 2009 Bonds and other funds available will be paid by the Issuer to the Escrow Holder for deposit by the Escrow Holder into the Escrow Account established pursuant to the Escrow Deposit Agreement, to effectuate the refunding and defeasance of the Refunded Obligations by providing for the outstanding principal of, premium, if any, and accrued interest on the Refunded Obligations as provided in the Escrow Deposit Agreement. (D) The Issuer deems it necessary, desirable and in the best interests of the Issuer that the issuance of the Series 2009 Bonds be authorized as provided herein for the purpose of refunding the Refunded Obligations. (E) The Issuer deems it necessary, desirable and in the best interest of the Issuer that the Pledged Funds be pledged to the payment of the principal of and interest on the Series 2009 Bonds in the manner and to the extent described herein. No part of the Pledged Funds shall be pledged or encumbered in any manner, except that the Pledged Funds have been pledged as security for the Refunded Obligations. (F) The Original Instrument, in Section 6.2 thereof, provides for the issuance of Additional Bonds payable from the Pledged Funds under the terms, limitations and conditions provided therein. The Issuer will issue the Series 2009 Bonds as Additional Bonds within the authorization contained in Section 6.2 of the Original Instrument. Because the Series 2009 Bonds will be the only Bonds Outstanding under the Original Instrument upon C-66 the issuance of the Series 2009 Bonds, it will not be necessary for the Issuer to comply with the provisions of paragraphs (A) through (I) of Section 6.2 of the Original Instrument in connection with the issuance of the Series 2009 Bonds. (G) No Bondholder shall ever be entitled to compel the payment of the principal of and interest on the Series 2009 Bonds or any other payments provided for in this Resolution from any funds or revenues of the Issuer other than the sources herein provided in accordance with the terms hereof, nor will any Bondholder or any Credit Bank or any Insurer have the right to compel the exercise of the ad valorem taxing power of the Issuer to pay the principal of or interest on the Series 2009 Bonds or to make any other payments provided for in this Resolution, and the Series 2009 Bonds shall not constitute a lien upon the System or any other property of the Issuer or any other property situated within its territorial limits, except the Pledged Funds. (H) The Issuer is advised that, due to the present volatility of the market for insurance of tax-exempt public obligations such as the Series 2009 Bonds, it is in the best interest of the Issuer to delegate the authority, but not the obligation, to select an Insurer and to enter into an Insurance Agreement relating to the Series 2009 Bonds and, accordingly, the City Council does hereby find and determine that it is in the best financial interest of the Issuer that the authority, but not the obligation, to select an Insurer and to enter into an Insurance Agreement be delegated as authorized in this Resolution. (I) It is necessary and in the best interests of the Issuer to provide for the sale by competitive bid of the Series 2009 Bonds having a dated date, maturity, bearing interest and subject to optional and mandatory redemption as set forth in the Official Notice of Sale, the Summary Notice of Sale and in the bid proposal of the Purchaser and the Preliminary Official Statement. (J) It is appropriate that the Issuer approve the publication of the Official Notice of Sale and the Summary Notice of Sale with respect to the Series 2009 Bonds, draft forms of which are attached hereto as Exhibits A and B, respectively, and made a part hereof, one or both of which is to be published pursuant to the requirements of law and to be provided to all parties expressing an interest in the offering of the Series 2009 Bonds. (K) It is appropriate that the Issuer approve the distribution of a preliminary official statement for the purpose of acquainting potential investors with pertinent information with respect to the Issuer and the Series 2009 Bonds and authorize the distribution of a preliminary official statement and a final official statement prior to or contemporaneously with the issuance and delivery of the Series 2009 Bonds. For this purpose, it is appropriate that the Draft Preliminary Official Statement be approved and confirmed and preparation and distribution of a preliminary official statement be authorized and preparation, distribution and execution of a final official statement be authorized, in substantially the form of the Draft Preliminary Official Statement, the final form thereof to be approved by the Mayor or the Administrative Services Director at any time at or prior to the issuance of the Series 2009 Bonds. (L) It is necessary and appropriate that the Issuer appoint a Registrar and Paying Agent for the Series 2009 Bonds. In order to provide for the services of a Registrar and Paying Agent for the Series 2009 Bonds, it is necessary and appropriate that the Issuer authorize the execution and delivery of the Registrar and Paying Agency Agreement between the Issuer and the Registrar and Paying Agent in the manner hereinafter provided. (M) In order to provide for compliance with the requirements of Securities and Exchange Commission Rule 15c2-12, it is necessary and appropriate that the Issuer authorize the execution and delivery of the Continuing Disclosure Certificate in the manner hereinafter provided. (N) In order to carry out the refunding of the Refunded Obligations, it is necessary and appropriate that the Issuer authorize the execution and delivery of the Escrow Deposit Agreement between the Issuer and the Escrow Holder in the manner hereinafter provided. (O) It is necessary and appropriate that the Issuer appoint an escrow holder to serve as such under the Escrow Deposit Agreement, and the institution hereinafter named is acceptable to the Issuer; and it appears to the C-67 Governing Body that the same is qualified to serve as Escrow Holder under the Escrow Deposit Agreement in accordance with the terms of the Escrow Deposit Agreement. (P) Prior to the sale of the Series 2009 Bonds, the Purchaser will provide the Issuer with a truth-in- bonding statement regarding the Series 2009 Bonds containing the information required by Section 218.358(2), Florida Statutes, the format of which is included in the Official Confirmation of Bid Form included in the Official Notice of Sale. (Q) The Issuer deems it desirable and in the best interest of the Issuer to amend the provisions of Section 4.5(D) of the Original Instrument to provide for separate accounts of the Reserve Fund to secure separate series of Bonds, as provided herein, such amendment to be effective upon the payment in full or defeasance of the Refunded Obligations in accordance with the provisions of Section 9.1 of the Original Instrument. SECTION 1.5Authorization of Refunding. The refunding of the Refunded Obligations in the manner herein provided is hereby authorized. Simultaneously with the delivery of the Series 2009 Bonds to the Purchaser and receipt of the purchase price thereof, subject to Sections 2.1 and 4.6 hereof, the Issuer will enter into the Escrow Deposit Agreement with the Escrow Holder. At the time the Escrow Deposit Agreement is executed, the Issuer will furnish to the Escrow Holder appropriate documentation to demonstrate that (i) the sum being deposited with the Escrow Holder pursuant to this Resolution, together with other funds deposited into the Escrow Account pursuant to the provisions of the Escrow Deposit Agreement, shall be equal to the Escrow Requirement and (ii) such moneys and investments to be made pursuant to the Escrow Deposit Agreement will be sufficient to produce the moneys required to make all payments described in the Escrow Deposit Agreement for the full and complete refunding and defeasance of the Refunded Obligations. ARTICLE 2 AUTHORIZATION, TERMS, EXECUTION AND REGISTRATION OF SERIES 2009 BONDS SECTION 2.1Authorization of Series 2009 Bonds. The Issuer hereby authorizes the issuance of Bonds of the Issuer to be designated as “City of Clermont, Florida, Water and Sewer Revenue Refunding Bonds, Series 2009,” in an aggregate principal amount not to exceed $17,500,000 for the principal purposes of (i) refunding the Refunded Obligations, (ii) funding a debt service reserve account with respect to the Series 2009 Bonds and (iii) paying the costs of issuing the Series 2009 Bonds. In the event such Bonds are not issued during calendar year 2009, the Series designation for such Bonds shall be changed to the calendar year in which such Bonds are issued. . SECTION 2.2Description of Series 2009 Bonds The Series 2009 Bonds shall be issued as fully registered Bonds, shall be numbered consecutively from one upward in order of maturity preceded by the letter “R,” and shall be in denominations of $5,000 and integral multiples of $5,000. The Series 2009 Bonds shall be dated their date of delivery or such other date as determined by the Administrative Services Director. The Series 2009 Bonds shall bear interest from their date, payable semiannually on the first day of June and the first day of December of each year, commencing June 1, 2010, or such other date as determined by the Administrative Services Director, such determination to be conclusively evidenced by the Official Notice of Sale, at the rates shown on, and shall mature on June 1 in such years not exceeding forty (40) years from this date in accordance with, the maturity schedule set forth in the Purchaser’s bid proposal. Interest on the Series 2009 Bonds will be computed on the basis of a 360-day year of twelve 30-day months. C-68 The Series 2009 Bonds shall be subject to redemption prior to their maturity as set forth in the Official Notice of Sale and/or as determined by the Administrative Services Director by his acceptance of the Purchaser’s bid for the Series 2009 Bonds in accordance with the terms hereof. Notice of redemption shall be given as provided in Article 3 of the Original Instrument. Notwithstanding the foregoing or any other provision hereof, notice of optional redemption may be conditioned upon the occurrence or non-occurrence of such event or events as shall be specified in such notice of optional redemption and may also be subject to rescission by the Issuer if expressly set forth in such notice. The principal of or Redemption Price, if applicable, on the Series 2009 Bonds is payable only upon presentation and surrender of the Series 2009 Bonds at the office of the Paying Agent. Interest payable on any Series 2009 Bond on any Interest Date will be paid by check or draft of the Paying Agent to the Holder in whose name such Bond shall be registered at the close of business on the date which shall be the fifteenth day (whether or not a business day) of the calendar month next preceding such Interest Date, or, unless otherwise provided by Supplemental Resolution, at the option of the Paying Agent, and at the request and expense of such Holder, by bank wire transfer for the account of such Holder. In the event the interest payable on any Series 2009 Bond is not punctually paid or duly provided for by the Issuer on such Interest Date, such defaulted interest will be paid to the Holder in whose name such Bond shall be registered at the close of business on a special record date for the payment of such defaulted interest as established by notice to such Holder, not less than ten (10) days preceding such special record date. All payments of principal of and Redemption Price, if applicable, and interest on the Series 2009 Bonds shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. From and after any maturity date of any of the Series 2009 Bonds, whether at fixed maturity, or otherwise (deposit of moneys and/or Securities for the payment of the principal and interest on such Series 2009 Bonds having been made by the Issuer with the Paying Agent), notwithstanding that any of such Series 2009 Bonds shall not have been surrendered for cancellation, no further interest shall accrue upon the principal or upon the interest which shall have accrued and shall then be due on such date, and such Series 2009 Bonds shall cease to be entitled to any lien, benefit or security under this Resolution, and the Holders shall have no rights in respect of such Series 2009 Bonds except to receive payment of such principal and unpaid interest accrued to the maturity date. Redemption of the Series 2009 Bonds shall be in accordance with and governed by the provisions of Article 3 of the Original Instrument and the applicable provisions of this Resolution. . SECTION 2.3Application of Series 2009 Bond Proceeds The proceeds derived from the sale of the Series 2009 Bonds, including accrued interest and premium, if any, shall, simultaneously with the delivery of the Series 2009 Bonds to the Purchaser, be applied by the Issuer as follows: (A) Accrued interest and capitalized interest, if any, shall be deposited in the Interest Account. (B) The Issuer covenants and agrees to establish a separate account within the Reserve Fund which shall secure the Series 2009 Bonds. An amount shall be deposited in the account in the Reserve Fund securing the Series 2009 Bonds which, together with any Reserve Fund Insurance Policy for the Series 2009 Bonds obtained in accordance with Section 4.5(D) of the Original Instrument, shall equal the Reserve Fund Requirement for the Series 2009 Bonds. (C) A sum which, together with other funds deposited in the Escrow Account pursuant to the provisions of the Escrow Deposit Agreement, shall equal the Escrow Requirement, shall be deposited with the Escrow Holder under the Escrow Deposit Agreement and applied only in the manner provided in the Escrow Deposit Agreement. (D) The Issuer covenants and agrees to establish a separate account with an Authorized Depository to be known as the “City of Clermont Water and Sewer Revenue Refunding Bonds, Series 2009, Costs of Issuance Account,” which shall be used only for payment of the costs and expenses described in this subsection. An amount sufficient to pay all costs and expenses relating to the issuance of the Series 2009 Bonds shall be deposited by the C-69 Issuer in the Costs of Issuance Account. Such moneys shall be in an amount sufficient to pay all of the costs and expenses in connection with the preparation, issuance and sale of the Series 2009 Bonds, including fees of financial advisors, engineering and other consulting fees, legal fees, bond insurance premiums, printing fees, rating agency fees and all other similar costs and all such costs and expenses shall be promptly paid by the Issuer from said account to the Persons respectively entitled to receive the same. When all moneys on deposit to the credit of said account shall have been disbursed by the Issuer for the payment of such costs and expenses, said account shall be closed; provided, however, that if any balance shall remain in said account six months after issuance of the Series 2009 Bonds, such moneys shall be transferred by the Issuer to the Interest Account and the special account created pursuant to this subsection shall be closed. SECTION 2.4Execution of Series 2009 Bonds. The Series 2009 Bonds shall be executed in the name of the Issuer with the manual or facsimile signature of the Mayor, and the official seal of the Issuer shall be imprinted thereon, attested and countersigned with the manual or facsimile signature of the Clerk or a deputy clerk. In case any one or more of the officers who shall have signed or sealed any of the Series 2009 Bonds or whose facsimile signature shall appear thereon shall cease to be such officer of the Issuer before the Series 2009 Bonds so signed and sealed have been actually sold and delivered such Series 2009 Bonds may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed or sealed such Series 2009 Bonds had not ceased to hold such office. Any Series 2009 Bond may be signed and sealed on behalf of the Issuer by such person who at the actual time of the execution of such Series 2009 Bond shall hold the proper office of the Issuer, although at the date of such Series 2009 Bond such person may not have held such office or may not have been so authorized. The Issuer may adopt and use for such purposes the facsimile signatures of any such persons who shall have held such offices at any time after the date of the adoption of this Resolution, notwithstanding that either or both shall have ceased to hold such office at the time the Series 2009 Bonds shall be actually sold and delivered. SECTION 2.5Book-Entry Only. A Depository may act as securities depository for the Series 2009 Bonds. The ownership of one fully- registered, certificated Series 2009 Bond for each maturity, each in the aggregate principal amount of such maturity, may be registered in the name of a Depository or its nominee. The Series 2009 Bonds in a Book-Entry System registered in the name of a Depository or its nominee shall be payable in lawful money of the United States of America in immediately available funds (i) in the case of principal of such Series 2009 Bonds, delivered or transmitted to the Depository or its authorized representative when due, and (ii) in the case of interest on the Series 2009 Bonds, delivered or transmitted on any date interest is due to the Depository or nominee that was the Holder of that Series 2009 Bond (or one or more predecessor Series 2009 Bonds) at the close of business on the record date applicable to that interest payment date. The Issuer will recognize the Depository or its nominee as the Holder for all purposes, including notices. Conveyance of notices and other communications by the Depository to participants, by participants to indirect participants, and by participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory and regulatory requirements as may be in effect from time to time. In the event that (i) the Depository determines to discontinue providing its service with respect to the Series 2009 Bonds by giving written notice to the Issuer and discharging its responsibilities with respect thereto under applicable law, and the Issuer fails to appoint a successor Depository for the Series 2009 Bonds, or (ii) the Issuer determines to discontinue the Book-Entry System through a Depository, then bond certificates are required to be delivered as described in the Series 2009 Bonds. The purchasers of beneficial ownership interests in the Series 2009 Bonds (the “Beneficial Owners”), upon registration of certificates held in the Beneficial Owner’s name, will become the registered owner of the Series 2009 Bonds. Neither the Issuer, the Registrar nor the Paying Agent will have any responsibility or obligation to any Beneficial Owner or any other person with respect to (i) the accuracy of any records maintained by the Depository or any persons participating by or through the Depository; (ii) the payment by the Depository or any persons participating by or through the Depository of any amount with respect to the principal or interest on the Bonds; (iii) C-70 any notice which is permitted or required to be given to Holders pursuant to this Resolution; or (iv) any consent given or other action taken by the Depository as Holder. SECTION 2.6Authentication. No Series 2009 Bond shall be secured hereunder or entitled to the benefit hereof or shall be valid or obligatory for any purpose unless there shall be manually endorsed on such Series 2009 Bond a certificate of authentication by the Registrar or such other entity as may be approved by the Issuer for such purpose. Such certificate on any Series 2009 Bond shall be conclusive evidence that such Series 2009 Bond has been duly authenticated and delivered under this Resolution. The form of such certificate shall be substantially in the form provided in Section 2.10 hereof. SECTION 2.7Temporary Bonds. Until the definitive Series 2009 Bonds are prepared, the Issuer may execute, in the same manner as is provided in Section 2.4 hereof, and deliver, upon authentication by the Registrar pursuant to Section 2.6 hereof, in lieu of definitive Series 2009 Bonds, but subject to the same provisions, limitations and conditions as the definitive Series 2009 Bonds, except as to the denominations thereof, one or more temporary Series 2009 Bonds substantially of the tenor of the definitive Series 2009 Bonds in lieu of which such temporary Series 2009 Bond or Bonds are issued, in denominations approved by the officers of the Issuer who shall execute such temporary Series 2009 Bond or Bonds, and with such omissions, insertions and variations as may be appropriate to temporary Series 2009 Bonds. The Issuer, at its own expense, shall prepare and execute definitive Series 2009 Bonds, which shall be authenticated by the Registrar. Upon the surrender of such temporary Series 2009 Bonds for exchange, the Registrar, without charge to the Holder thereof, shall deliver in exchange therefor definitive Series 2009 Bonds, of the same aggregate principal amount and Series and maturity as the temporary Series 2009 Bonds surrendered. Until so exchanged, the temporary Series 2009 Bonds shall in all respects be entitled to the same benefits and security as definitive Series 2009 Bonds issued pursuant to this Resolution. All temporary Series 2009 Bonds surrendered in exchange for another temporary Series 2009 Bond or Bonds or for a definitive Series 2009 Bond or Bonds shall be forthwith canceled by the Registrar. SECTION 2.8Series 2009 Bonds Mutilated, Destroyed, Stolen or Lost. In case any Series 2009 Bond shall become mutilated, or be destroyed, stolen or lost, the Issuer may, in its discretion, issue and deliver, and the Registrar shall authenticate, a new Series 2009 Bond of like tenor as the Series 2009 Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Series 2009 Bond upon surrender and cancellation of such mutilated Series 2009 Bond or in lieu of and substitution for the Series 2009 Bond destroyed, stolen or lost, and upon the Holder furnishing the Issuer and the Registrar proof of such Holder’s ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the Issuer or the Registrar may prescribe and paying such expenses as the Issuer and the Registrar may incur. All Series 2009 Bonds so surrendered or otherwise substituted shall be canceled by the Registrar. If any of the Series 2009 Bonds shall have matured or be about to mature, instead of issuing a substitute Series 2009 Bond, the Issuer may pay the same or cause the Series 2009 Bond to be paid, upon being indemnified as aforesaid, and if such Series 2009 Bonds be lost, stolen or destroyed, without surrender thereof. Any such duplicate Series 2009 Bonds issued pursuant to this Section 2.8 shall constitute original, additional contractual obligations on the part of the Issuer whether or not the lost, stolen or destroyed Series 2009 Bond be at any time found by anyone, and such duplicate Series 2009 Bond shall be entitled to equal and proportionate benefits and rights as to lien on the Pledged Funds to the same extent as all other Series 2009 Bonds issued hereunder and shall be entitled to the same benefits and security as the Series 2009 Bond so lost, stolen or destroyed. SECTION 2.9Interchangeability, Negotiability and Transfer Series 2009 Bonds, upon surrender thereof at the office of the Registrar with a written instrument of transfer satisfactory to the Registrar, duly executed by the Holder thereof or such Holder’s attorney duly authorized C-71 in writing, may, at the option of the Holder thereof, be exchanged for an equal aggregate principal amount of registered Series 2009 Bonds of the same Series and maturity of any other authorized denominations. The Series 2009 Bonds shall be and have all the qualities and incidents of negotiable instruments under the laws of the State of Florida, subject to the provisions for registration and transfer contained in this Resolution and in the Series 2009 Bonds. So long as any of the Series 2009 Bonds shall remain Outstanding, the Issuer shall maintain and keep, at the office of the Registrar, books for the registration and transfer of the Series 2009 Bonds. Each Series 2009 Bond shall be transferable only upon the books of the Issuer, at the office of the Registrar, under such reasonable regulations as the Issuer may prescribe, by the Holder thereof in person or by such Holder’s attorney duly authorized in writing upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed and guaranteed by the Holder or such Holder’s duly authorized attorney. Upon the transfer of any such Series 2009 Bond, the Issuer shall issue, and cause to be authenticated, in the name of the transferee a new Series 2009 Bond or Bonds of the same aggregate principal amount and Series and maturity as the surrendered Series 2009 Bond. The Issuer, the Registrar and any Paying Agent or fiduciary of the Issuer may deem and treat the Person in whose name any Outstanding Series 2009 Bond shall be registered upon the books of the Issuer as the absolute owner of such Series 2009 Bond, whether such Series 2009 Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal, Redemption Price, if applicable, and interest on such Series 2009 Bond and for all other purposes, and all such payments so made to any such Holder or upon such Holder’s order shall be valid and effectual to satisfy and discharge the liability upon such Series 2009 Bond to the extent of the sum or sums so paid and neither the Issuer nor the Registrar nor any Paying Agent or other fiduciary of the Issuer shall be affected by any notice to the contrary. The Registrar, in the event it is not also the Paying Agent for the Series 2009 Bonds, shall forthwith (a) following the fifteenth day of the calendar month next preceding an interest payment date for the Series 2009 Bonds, (b) following the fifteenth day next preceding the date of first mailing of notice of redemption of any Series 1996 Bonds, or (c) at any other time as reasonably requested by the Paying Agent of the Series 2009 Bonds, certify and furnish to such Paying Agent the names, addresses and holdings of Bondholders and any other relevant information reflected in the registration books. Any Paying Agent of any fully registered Bond shall effect payment of interest on such Series 2009 Bonds by mailing a check or draft to the Holder entitled thereto or may, in lieu thereof, upon the request and at the expense of such Holder, transmit such payment by bank wire transfer for the account of such Holder. In all cases in which the privilege of exchanging Series 2009 Bonds or transferring Series 2009 Bonds is exercised, the Issuer shall execute and the Registrar shall authenticate and deliver such Series 2009 Bonds in accordance with the provisions of this Resolution. Execution of Series 2009 Bonds, by the officers of the Issuer described in Section 2.4 above, for purposes of exchanging, replacing or transferring Series 2009 Bonds may occur at the time of the original delivery of the Series 2009 Bonds. All Series 2009 Bonds surrendered in any such exchanges or transfers shall be canceled by the Registrar. For every such exchange or transfer of Series 2009 Bonds, the Issuer or the Registrar may make a charge sufficient to reimburse it for any tax, fee, expense or other governmental charge required to be paid with respect to such exchange or transfer. The Issuer and the Registrar shall not be obligated to make any such exchange or transfer of any Series 2009 Bonds which shall have been selected for redemption or of any Series 2009 Bonds during the fifteen (15) days next preceding an Interest Date on the Series 2009 Bonds, or in the case of any proposed redemption of Series 2009 Bonds, during the fifteen (15) days next preceding the date of selection of Series 2009 Bonds to be redeemed. . SECTION 2.10Form of Bonds Except for Capital Appreciation Bonds and Variable Rate Bonds, the form of which shall be provided by Supplemental Resolution, the Series 2009 Bonds shall be in substantially the following forms with such omissions, insertions and variations as may be necessary and/or desirable and approved by the officers of the Issuer described in Section 2.4 above, prior to the issuance thereof (which necessity and/or desirability and approval shall be evidenced conclusively by the Issuer’s delivery of the Series 2009 Bonds to the Purchaser): C-72 [FORM OF SERIES 2009 BOND] No. R-_____ $__________ UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF LAKE CITY OF CLERMONT WATER AND SEWER REVENUE REFUNDING BOND, SERIES 2009 Interest Maturity Date of RateDateOriginal IssueCUSIP No. __________% __________, _____ __________, _____ __________ Registered Holder: Principal Amount: KNOW ALL MEN BY THESE PRESENTS, that the City of Clermont, a municipality created and existing under and by virtue of the laws of the State of Florida (the “Issuer”), for value received, hereby promises to pay, solely from the sources of payment hereinafter described, to the Registered Holder identified above, or registered assigns as hereinafter provided, the Principal Amount identified above on the Maturity Date identified above and interest (calculated on the basis of a 360-day year of twelve 30-day months) on such Principal Amount from the Date of Original Issue identified above or from the most recent interest payment date to which interest has been paid, at the Interest Rate per annum identified above on June 1 and December 1 of each year commencing June 1, 2010, until such Principal Amount shall have been paid or provided for, except as the provisions hereinafter set forth with respect to redemption prior to maturity may be or become applicable hereto. Such Principal Amount and interest and the premium, if any, on this bond are payable in any coin or currency of the United States of America which, on the respective dates of payment thereof, shall be legal tender for the payment of public and private debts. Such Principal Amount and the premium, if any, on this bond, are payable, upon presentation and surrender hereof, at the office of U.S. Bank National Association, Jacksonville, Florida, as paying agent, or such other paying agent as the Issuer shall hereafter duly appoint (the “Paying Agent”). Payment of each installment of interest shall be made to the person in whose name this bond shall be registered on the registration books of the Issuer maintained by U.S. Bank National Association, Jacksonville, Florida, as registrar, or such other registrar as the Issuer shall hereafter duly appoint (the “Registrar”), at the close of business on the date which shall be the fifteenth day (whether or not a business day) of the calendar month next preceding each interest payment date and shall be paid by a check or draft of the Paying Agent mailed to such Registered Holder at the address appearing on such registration books or, at the option of the Paying Agent, and at the request and expense of such Registered Holder, by bank wire transfer for the account of such Holder. In the event interest payable on this bond is not punctually paid or duly provided for by the Issuer on such interest payment date, payment of each installment of such defaulted interest shall be made to the person in whose name this bond shall be registered at the close of business on a special record date for the payment of such defaulted interest as established by notice to such Registered Holder, not less than ten (10) days preceding such special record date. This bond is one of an authorized issue of bonds of the Issuer in the aggregate principal amount of $_____________ (the “Bonds”) of like date, tenor and effect, except as to maturity date, interest rate, denomination and number, issued for the purpose of refunding the Issuer’s outstanding Water and Sewer Revenue and Refunding Bonds, Series 2000, under the authority of and in full compliance with the Constitution and laws of the State of Florida, particularly Chapter 166, Part II, Florida Statutes, as amended, and other applicable provisions of law (the “Act”), and Resolution No. 1162 duly adopted by the City Council of the Issuer on October 24, 2000, as amended and supplemented from time to time, particularly as amended and supplemented by the resolution duly adopted by C-73 the City Council of the Issuer on _________ __, 2009 (collectively, the “Resolution”), and is subject to all the terms and conditions of the Resolution. The principal of, premium, if any, and interest on this bond are payable solely from and secured by a lien upon and a pledge of the Pledged Revenues (as defined in the Resolution), including the Net Revenues (as defined in the Resolution) to be derived from the operation of the Issuer’s water and sewer system (the “System”), and, until applied in accordance with the provisions of the Resolution, the proceeds of the Bonds and all moneys, including investments thereof, in certain of the funds and accounts established pursuant to the Resolution, all in the manner and to the extent described in the Resolution (collectively, the “Pledged Funds”). It is expressly agreed by the Registered Holder of this bond that the full faith and credit of neither the Issuer, the State of Florida, nor any political subdivision thereof, is pledged to the payment of the principal of or premium, if any, or interest on this bond and that the Registered Holder shall never have the right to require or compel the exercise of any taxing power of the Issuer, the State of Florida, or any political subdivision thereof, to the payment of such principal, premium, if any, and interest. This bond and the obligation evidenced hereby shall not constitute a lien upon the System or any other property of the Issuer, except the Pledged Funds, and shall be payable solely from the Pledged Funds in accordance with the terms of the Resolution. Neither the members of the City Council of the Issuer nor any person executing this bond shall be liable personally hereon or be subject to any personal liability or accountability by reason of the issuance hereof. The Bonds maturing on or before December 1, _____ are not subject to redemption prior to maturity. The Bonds maturing after December 1, _____ are subject to redemption prior to their respective maturities, at the option of the Issuer, in whole or in part, on December 1, _____ or any date thereafter, at a redemption price equal to the principal amount thereof plus accrued interest to the redemption date. If less than all of the Bonds are called for redemption, the Bonds to be redeemed shall be selected in such manner as the Issuer in its discretion shall determine, and if less than all of a maturity shall be called for redemption, the Bonds to be redeemed shall be selected by lot within such maturity. The Bonds maturing _________________, are subject to mandatory redemption in part prior to maturity by lot at a redemption price equal to the principal amount thereof, without premium, plus accrued interest to the redemption date, beginning on _________________, and on each ___________ thereafter in the years and in the principal amounts corresponding to the Amortization Installments (as defined in the Resolution) as follows: Amortization Installments Year $ (maturity) Notice of redemption shall be given in the manner required by the Resolution. This bond is and has all the qualities and incidents of a negotiable instrument under the laws of the State of Florida, but may be transferred only in accordance with the terms of the Resolution only upon the books of the Issuer kept for that purpose at the office of the Registrar by the Registered Holder in person or by such Holder’s attorney duly authorized in writing, upon the surrender of this bond together with a written instrument of transfer satisfactory to the Registrar duly executed by the Registered Holder or such Holder’s attorney duly authorized in writing, and thereupon a new Bond or Bonds in the same aggregate principal amount shall be issued to the transferee in exchange therefor, and upon the payment of the charges, if any, prescribed in the Resolution. Each of the Bonds is issuable in fully registered form in the denomination of $5,000 or any integral multiple thereof not exceeding the aggregate principal amount of the Bonds having the same maturity. The Issuer, the Registrar and any Paying Agent may treat the Registered Holder of this bond as the absolute owner hereof for all purposes, whether or not this bond shall be overdue, and shall not be affected by any notice to the contrary. The Issuer and the Registrar shall not be obligated to make any exchange or transfer of any Bonds during the fifteen (15) days next preceding an interest payment date or, in the case of any proposed redemption of any Bonds, during the fifteen (15) days next preceding the redemption date established for such Bonds. C-74 The Bonds when issued will be registered initially in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). DTC will act as the initial securities depository for the Bonds. Individual purchases of the Bonds may be made in book entry form only, and such purchasers will not receive certificates representing their interests in the Bonds. While the Bonds are registered in the name of a securities depository (a “Depository”) or its nominee the Issuer will recognize the Depository or its nominee as the Holder of the Bonds for all purposes, including notices. Conveyance of notices and other communications by the Depository to participants, by participants to indirect participants, and by participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory and regulatory requirements as may be in effect from time to time. The Bonds are issuable only as fully-registered bonds and, except as hereinafter provided, in printed or typewritten form, registered in the name of Cede & Co., as nominee of DTC, which shall be considered to be the Registered Holder for all purposes of the Resolution, including without limitation, payment by the Issuer of principal of, premium, if any, and interest on the Bonds, and receipt of notices and exercise of rights of holders of the Bonds. There shall be a single Bond which shall be immobilized in the custody of DTC with the beneficial owners having no right to receive the Bonds in the form of physical securities or certificates. Ownership of beneficial interest in the Bonds shall be shown by book entry on the system maintained and operated by DTC and its participants, and transfers of ownership or beneficial interests shall be made only by DTC and its participants, by book entry, the Issuer having no responsibility therefor. DTC is expected to maintain records of the positions of participants in the Bonds, and the participants and persons acting through participants are expected to maintain records of the purchasers of beneficial interests in the Bonds. The Bonds as such shall not be transferable or exchangeable, except for transfer to another Depository or to another nominee of a Depository, without further action by the Issuer. If any Depository determines not to continue to act as a Depository for the Bonds for use in a book entry system, the Issuer may attempt to have established a securities depository/book entry system relationship with another qualified Depository under the Resolution. If the Issuer does not or is unable to do so, the Issuer and the Registrar and Paying Agent, after the Registrar and Paying Agent has made provision for notification of the beneficial owners by the then Depository, shall permit withdrawal of the Bonds from the Depository, and authenticate and deliver Bond certificates in fully registered form (in denominations of $5,000 or multiples thereof) to the assigns of the Depository or its nominee. It is hereby certified and recited that all acts, conditions and things required to exist, to happen and to be performed precedent to and in connection with the issuance of this bond, exist, have happened and have been performed, in regular and due form and time as required by the Constitution and laws of the State of Florida applicable thereto, and that the issuance of the bonds does not violate any constitutional or statutory limitations or provisions. C-75 This bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been manually signed by the Registrar. IN WITNESS WHEREOF, the City of Clermont, Florida, has issued this bond and has caused the same to be executed by the manual or facsimile signature of its Mayor and attested and countersigned by the manual or facsimile signature of its City Clerk and its official seal or a facsimile thereof to be affixed or reproduced hereon, all as of the ______ day of ____________, 2009. CITY OF CLERMONT, FLORIDA (SEAL) By___________________________________ Harold S. Turville, Jr., Mayor ATTESTED AND COUNTERSIGNED: ________________________________ Tracy Ackroyd, City Clerk CERTIFICATE OF AUTHENTICATION This bond is one of the Bonds of the issue described in the within-mentioned Resolution. Date of Authentication: U.S. BANK NATIONAL ASSOCIATION, Registrar By:__________________________________ Authorized Signatory C-76 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of the within bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF TRANS MIN ACT -- __________________________________________________ (Cust.) Custodian for _________________________________________________________________ under Uniform Transfer to Minors Act of ___________________________________________ (State) Additional abbreviations may also be used though not in list above. C-77 ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto Insert Social Security or Other Identifying Number of Assignee (Name and Address of Assignee) the within bond and does hereby irrevocably constitute and appoint ______________________ _____________________________________________________________________________, as attorneys to register the transfer of the said bond on the books kept for registration thereof with full power of substitution in the premises. Dated: ______________________________ Signature Guaranteed: _____________________________________ NOTICE: Signature(s) must be guaranteed by an institution which is a participant in the Securities Transfer Agent Medallion Program (STAMP) or similar program. ____________________________________ NOTICE: The signature to this assignment must correspond with the name of the Registered Holder as it appears upon the face of the within bond in every particular, without alteration or enlargement or any change whatever and the Social Security or other identifying number of such assignee must be supplied. C-78 ARTICLE 3 SECURITY, SPECIAL FUNDS AND APPLICATION THEREOF; AMENDMENT TO ORIGINAL INSTRUMENT SECTION 3.1Series 2009 Bonds not to be Indebtedness of Issuer. The Series 2009 Bonds shall not be or constitute general obligations or indebtedness of the Issuer as “bonds” within the meaning of any constitutional or statutory provision, but shall be special obligations of the Issuer, payable solely from and secured by a lien upon and pledge of the Pledged Funds in accordance with the terms of this Resolution and the Original Instrument. No Holder of any Series 2009 Bond or any Credit Bank or any Insurer shall ever have the right to compel the exercise of the ad valorem taxing power of the Issuer to pay such Series 2009 Bond or be entitled to payment of such Series 2009 Bond from any moneys or property of the Issuer except the Pledged Funds in the manner provided herein and in the Original Instrument. . SECTION 3.2Security for Series 2009 Bonds The payment of the principal of or Redemption Price, if applicable, and interest on the Series 2009 Bonds shall be secured forthwith equally and ratably by a pledge of and prior lien upon the Pledged Funds in the manner and to the extent described herein. The Pledged Funds shall be subject to the lien of this pledge immediately upon the issuance and delivery of the Series 2009 Bonds, without any physical delivery by the Issuer of the Pledged Funds or further act, and the lien of this pledge shall be valid and binding as against all parties having claims of any kind against the Issuer, in tort, contract or otherwise. The Issuer does hereby irrevocably pledge the Pledged Funds to the payment of the principal of or Redemption Price, if any, and interest on the Series 2009 Bonds in the manner and to the extent provided in this Resolution and the Original Instrument. The Series 2009 Bonds shall be secured equally and ratably by a pledge of and prior lien upon the separate account in the Reserve Fund established for the Series 2009 Bonds. The Series 2009 Bonds shall not be secured by any other account in the Reserve Fund. . SECTION 3.3Additional Security Anything herein to the contrary notwithstanding, the Issuer may cause the Series 2009 Bonds to be payable from and secured by a Bond Insurance Policy or any other insurance policy of an Insurer not applicable to any one or more other Series of Bonds, in addition to the security of the Pledged Funds provided herein. SECTION 3.4Application of Provisions of Original Instrument. The Series 2009 Bonds shall for all purposes be considered to be Additional Bonds issued under the authority of Section 6.2 of the Original Instrument and shall be entitled to all the protection and security provided in and by the Original Instrument for Bonds as provided therein. SECTION 3.5Amendment to Section 4.5(D) of Original Instrument. Effective upon the payment in full or the defeasance of the Refunded Obligations in accordance with the provisions of Section 9.1 of the Original Instrument, Section 4.5(D) of the Original Instrument is hereby amended by adding the following paragraph as the final paragraph of Section 4.5(D) of the Original Instrument: Notwithstanding the foregoing provisions, the Issuer may adopt a Supplemental Resolution providing that certain Series of Additional Bonds are not secured by the Reserve Fund or any account therein, or establishing a separate account in the Reserve Fund for any Series of Bonds and providing a pledge of such account to the payment of such Series of Bonds apart from the pledge provided C-79 herein. To the extent a Series of Bonds is secured separately by an account of the Reserve Fund, the Holder of such Bonds shall not be secured by any other accounts or moneys in the Reserve Fund. Moneys in a separate account of the Reserve Fund shall be maintained at the Reserve Fund Requirement applicable to such Series of Bonds secured by such account unless otherwise provided by Supplemental Resolution. Moneys shall be deposited into separate accounts of the Reserve Fund on a pro-rata basis based upon the respective Reserve Fund Requirements applicable to the Bonds secured by such accounts. Moneys withdrawn from separate accounts in the Reserve Fund shall be applied to the payment of the Bonds secured by the respective accounts. If the Issuer causes a Reserve Fund Insurance Policy and/or Reserve Fund Letter of Credit to be deposited into a separate account of the Reserve Fund, the issuer of such Reserve Fund Insurance Policy or Reserve Fund Letter of Credit must satisfy the rating requirements specified above only at the time such Reserve Fund Insurance Policy or Reserve Fund Letter of Credit is deposited into such separate account of the Reserve Fund. ARTICLE 4 MISCELLANEOUS . SECTION 4.1Selection of Bond Insurer The Mayor and the Administrative Services Director, each acting singly in consultation with the Issuer’s Financial Advisor, are each hereby authorized, but not required, on behalf of the Issuer to select as the Insurer with respect to the Series 2009 Bonds a municipal bond insurance company rated in one of the two highest rating categories (without regard to gradations or modifiers) by any one of Standard & Poor’s, Moody’s Investors Service or Fitch, and to execute and deliver an Insurance Agreement with the selected Insurer that provides for the issuance to the Paying Agent of a Bond Insurance Policy upon delivery of the Series 2009 Bonds, upon such terms and conditions as the Mayor or the Administrative Services Director deems to be in the best interests of the Issuer, the execution and delivery of such Insurance Agreement on behalf of the Issuer by the Mayor or the Administrative Services Director being conclusive evidence of such determination, provided that the premium for such Bond Insurance Policy shall not exceed 1.75% of the aggregate principal and interest to be paid on the Series 2009 Bonds. . SECTION 4.2Provisions Relating to the Reserve Fund Insurance Policy The Mayor and the Administrative Services Director, each acting singly, are each hereby authorized, but not required, on behalf of the Issuer to execute and deliver on behalf of the Issuer an Insurance Agreement with an Insurer that provides for the issuance to the Paying Agent of a Reserve Fund Insurance Policy upon delivery of the Series 2009 Bonds which meets the requirements of the Original Instrument, as amended and supplemented from time to time, as determined to be in the best interests of the Issuer, upon such terms and conditions as the Mayor or the Administrative Services Director deems to be in the best interests of the Issuer, the execution and delivery by the Mayor or the Administrative Services Director of such Insurance Agreement on behalf of the Issuer being conclusive evidence of such determination. SECTION 4.3Sale of the Series 2009 Bonds. The Series 2009 Bonds shall be offered for sale to the public pursuant to the Official Notice of Sale substantially in the form attached hereto as Exhibit A with such changes, amendments, modifications, omissions and additions thereto as may be approved by the Administrative Services Director. The form of such Official Notice of Sale is hereby approved. Bond Counsel is authorized and directed to place a summary of such Official Notice of Sale in The Bond Buyer and/or in any other publications it deems appropriate for the purpose of offering the Series 2009 Bonds for sale at least ten (10) days prior to the date fixed for receipt of bids. The Official Confirmation of Bid Form shall be in substantially the form included within the Official Notice of Sale attached hereto as Exhibit A C-80 with such changes, amendments, modifications, omissions and additions thereto as may be approved by the Administrative Services Director of the Issuer (the "Official Bid Form"). The form of such Official Bid Form is hereby approved. The Financial Advisor is hereby authorized to utilize such method of electronic bidding, if any, as it deems appropriate for the offering of the Series 2009 Bonds. The Series 2009 Bonds shall be sold to the bidder selected pursuant to Section 4.5 below at the purchase price indicated in the Official Bid Form submitted by the bidder in accordance with the terms and conditions of the Official Notice of Sale, as such purchase price may be adjusted in accordance with the Official Notice of Sale. SECTION 4.4Approval of Draft Preliminary Official Statement and Authorization of Preliminary Official Statement and Final Official Statement. The form of the Draft Preliminary Official Statement is hereby approved, and a preliminary official statement and a final official statement substantially in the form of the Draft Preliminary Official Statement attached , with such omissions, insertions and variations as may be necessary and/or desirable and hereto as Exhibit C approved by the Mayor or the Administrative Services Director prior to the release thereof, are hereby approved; and the Administrative Services Director is hereby authorized to deem the preliminary official statement final as of its date on behalf of the Issuer for purposes of Rule 15c2-12 of the Securities and Exchange Commission (except for such omissions permitted by such Rule 15c2-12), and to execute a certificate to that effect. A final official statement in substantially the form of the “deemed final” preliminary official statement, with such omissions, insertions and variations as may be necessary and/or desirable and approved by the Mayor or the Administrative Services Director prior to the release thereof, is hereby authorized to be delivered by the Issuer to the Purchaser for distribution at or prior to the issuance and delivery of the Series 2009 Bonds. The Mayor is hereby authorized to evidence the Issuer’s approval of the final official statement by his or her endorsement thereof upon one or more copies, and approval of all such omissions, insertions and variations may be presumed from such endorsement upon any copy of such final official statement. Bond Counsel is hereby directed to furnish to the Division of Bond Finance of the Department of the State Board of Administration of the State of Florida a copy of the final official statement, a notice of the impending sale of the Series 2009 Bonds and the other information required by Section 218.38, Florida Statutes, as amended, within the appropriate time periods specified by such section. SECTION 4.5Conditions to Acceptance of Bid. The Administrative Services Director shall not accept a bid for the purchase of the Series 2009 Bonds until such time as all of the following conditions have been satisfied: A. Receipt by the Administrative Services Director of an Official Bid Form, as described herein, from an underwriter or underwriters complying with the terms of the Official Notice of Sale and proposing to purchase the Series 2009 Bonds at the lowest true interest cost to the Issuer on the Series 2009 Bonds, all as calculated in accordance with the terms of the Official Notice of Sale, said Official Bid Form to provide for, among other things, (i) an aggregate principal amount of Series 2009 Bonds of not in excess of $17,500,000, (ii) a true interest cost of 5.0% or less, (iii) the maturities of the Series 2009 Bonds, with the final maturity being not later than thirty-one years after the date of issuance thereof, (iv) an initial optional call date no later than eleven years after the date of issuance thereof, with a redemption premium no greater than 1.0% of the principal amount of Series 2009 Bonds called and (v) the net present value of the savings, after payment of all issuance expenses and costs, shall not be less than 3.0% of the principal amount of the Refunded Obligations. The Administrative Services Director may approve the adjustment of principal maturities and the purchase price of the Series 2009 Bonds as, and to the extent, contemplated by the Official Notice of Sale, execution by the Administrative Services Director of a certificate accepting a bid to constitute conclusive evidence of such approval. B. Receipt by the Administrative Services Director of a Truth in Bonding statement of the Purchaser complying with Section 218.385, Florida Statutes. C. Receipt on behalf of the Issuer by the Administrative Services Director of a good faith deposit in an amount not less than 1.0% of the par amount of the Series 2009 Bonds. C-81 The Administrative Services Director shall rely upon the Financial Advisor for compliance with the conditions provided in this Section 4.6. Upon satisfaction of all the requirements set forth in this Section 4.5, the Administrative Services Director is authorized to accept the bid of the lowest bidder for the purchase of the Series 2009 Bonds determined in accordance with the terms hereof and of the Official Notice of Sale. SECTION 4.6Registrar and Paying Agent; Authorization of Execution and Delivery of Registrar and Paying Agency Agreement. U.S. Bank National Association, Jacksonville, Florida, is hereby appointed Registrar and Paying Agent for the Series 2009 Bonds. The Registrar and Paying Agency Agreement, with such omissions, insertions and variations as may be approved on behalf of the Issuer by the Mayor or the Administrative Services Director, such approval to be evidenced conclusively by the Mayor’s execution thereof, is hereby approved and authorized. The Issuer hereby authorizes and directs the Mayor to execute the Registrar and Paying Agency Agreement and to deliver the same to the Registrar and Paying Agent for the Series 2009 Bonds. All of the provisions of the Registrar and Paying Agency Agreement, when executed, dated and delivered by or on behalf of the Issuer as authorized herein and by or on behalf of the Registrar and Paying Agent for the Series 2009 Bonds, shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim herein. . SECTION 4.7Escrow Holder; Execution and Delivery of Escrow Deposit Agreement U.S. Bank National Association, Jacksonville, Florida, is hereby appointed Escrow Holder for the Series 2009 Bonds. The Escrow Deposit Agreement, with such omissions, insertions and variations as may be approved on behalf of the Issuer by the Mayor or the Administrative Services Director, such approval to be evidenced conclusively by the Mayor’s execution thereof, is hereby approved and authorized. The Issuer hereby authorizes and directs the Mayor to execute the Escrow Deposit Agreement and to deliver the same to the Escrow Holder for the Series 2009 Bonds. All of the provisions of the Escrow Deposit Agreement, when executed, dated and delivered by or on behalf of the Issuer as authorized herein and by or on behalf of the Escrow Holder for the Series 2009 Bonds, shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim herein. SECTION 4.8Authorization of Execution and Delivery of Continuing Disclosure Certificate. The Continuing Disclosure Certificate, with such omissions, insertions and variations as may be approved on behalf of the Issuer by the Mayor or the Administrative Services Director, such approval to be evidenced conclusively by the Mayor’s execution thereof, is hereby approved and authorized. The Issuer hereby authorizes and directs the Mayor to execute and deliver the Continuing Disclosure Certificate. All of the provisions of the Continuing Disclosure Certificate, when executed, dated and delivered by or on behalf of the Issuer as authorized herein, shall be deemed to be a part of this Resolution as fully and to the same extent as if incorporated verbatim herein. The Issuer agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate executed by the Issuer and dated the date of issuance of the Series 2009 Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. Notwithstanding any other provision of this Resolution, failure of the Issuer to comply with the Continuing Disclosure Certificate shall not be considered an Event of Default; however, any Series 2009 Bondholder or Beneficial Owner (as hereinafter defined) may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Issuer to comply with its obligations under this Section 4.8. For purposes of this Section 4.8, “Beneficial Owner” means any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 2009 Bonds (including persons holding Series 2009 Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Series 2009 Bonds for federal income tax purposes. C-82 SECTION 4.9General Authority. The members of the Governing Body and the Issuer’s officers, attorneys and other agents and employees are hereby authorized to do all acts and things required of them by this Resolution or desirable or consistent with the requirements hereof for the full, punctual and complete performance of all of the terms, covenants and agreements contained in the Series 2009 Bonds and this Resolution, and they are hereby authorized to execute and deliver all documents which shall be reasonably required by Bond Counsel or the Purchaser to effectuate the sale and delivery of the Series 2009 Bonds. SECTION 4.10Authorization of Execution of Certificates and Other Instruments. The Mayor, the Clerk and the Administrative Services Director are each hereby authorized and directed, under the official seal of the Issuer, to execute and deliver certificates of the Issuer certifying such facts as the Issuer’s attorney or Bond Counsel shall require in connection with the issuance, sale and delivery of the Series 2009 Bonds, and to execute and deliver such other instruments as shall be necessary or desirable to perform the Issuer’s obligations under the Original Instrument, this Resolution and the Official Notice of Sale and to consummate the transactions contemplated hereby and thereby. The Mayor, the Clerk and/or the Administrative Services Director are authorized to execute such other agreements as may be required by the Insurer, Standard & Poor’s or Fitch, Inc. which are necessary to obtain any financial guaranty insurance policy, any reserve fund insurance policy, letter of credit or rating. . SECTION 4.11No Personal Liability No representation, statement, covenant, warranty, stipulation, obligation or agreement herein contained, or contained in the Series 2009 Bonds, or in any certificate or other instrument to be executed on behalf of the Issuer in connection with the issuance of the Series 2009 Bonds, shall be deemed to be a representation, statement, covenant, warranty, stipulation, obligation or agreement of any member of the Governing Body, officer, employee or agent of the Issuer in his or her individual capacity, and none of the foregoing persons nor any officer of the Issuer executing the Series 2009 Bonds, or any certificate or other instrument to be executed in connection with the issuance of the Series 2009 Bonds, shall be liable personally thereon or be subject to any personal liability or accountability by reason of the execution or delivery thereof. SECTION 4.12No Third Party Beneficiaries. Except such other Persons as may be expressly described herein or in the Series 2009 Bonds, nothing in this Resolution, or in the Series 2009 Bonds, expressed or implied, is intended or shall be construed to confer upon any Person other than the Issuer, the Insurer and the Holders any right, remedy or claim, legal or equitable, under and by reason of this Resolution or any provision hereof, or of the Series 2009 Bonds, all provisions hereof and thereof being intended to be and being for the sole and exclusive benefit of the Issuer, the Insurer and the Persons who shall from time to time be the Holders. SECTION 4.13Severability of Invalid Provisions. If any one or more of the covenants, agreements or provisions of this Resolution shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements and provisions of this Resolution and shall in no way affect the validity of any of the other covenants, agreements or provisions hereof or of the Series 2009 Bonds. SECTION 4.14Repeal of Inconsistent Resolutions. All other resolutions or parts thereof in conflict herewith are hereby superseded and repealed to the extent of such conflict. C-83 SECTION 4.15Original Instrument in Full Force and Effect. Except as hereby supplemented, the Original Instrument shall remain in full force and effect. SECTION 4.16Table of Contents and Headings not Part Hereof. The Table of Contents preceding the body of this Resolution and the headings preceding the several articles and sections hereof shall be solely for convenience of reference and shall not constitute a part of this Resolution or affect its meaning, construction or effect. SECTION 4.17Effective Date. This Resolution shall become effective immediately upon its passage. PASSED, APPROVED AND ADOPTED this 10th day of November, 2009. CITY COUNCIL OF THE CITY OF CLERMONT, FLORIDA By: /s/ Harold S. Turville, Jr. Harold S. Turville, Jr., Mayor (OFFICIAL SEAL) ATTEST: /s/ Tracy Ackroyd Tracy Ackroyd, City Clerk I, Tracy Ackroyd, Clerk of the City of Clermont, Florida, hereby certify that the foregoing is a true and correct copy of Resolution No. 1638 of said City passed and adopted on November 10, 2009. 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Counsel Opinion ___________, 2009 The Honorable Mayor and Members of the City Council Clermont, Florida Re: $16,640,000 City of Clermont, Florida, Water and Sewer Revenue Refunding Bonds, Series 2009 Ladies and Gentlemen: We have examined certified copies of the proceedings of the City Council (the “Council”) of the City of Clermont, Florida (the “Issuer”) and other proofs submitted relative to the authorization, issuance and sale of and the security for the $16,640,000 City of Clermont, Florida Water and Sewer Revenue Refunding Bonds, Series 2009 (the “Bonds”). The Bonds are issued pursuant to the Constitution and laws of the State of Florida, including particularly Chapter 166, Florida Statutes, as amended, and Resolution No. 1162 duly adopted by the Council on October 24, 2000, as amended and supplemented from time to time, particularly as amended and supplemented by Resolution No. 1638 duly adopted by the Council on November 10, 2009 (collectively, the “Resolution”). The Bonds are issued to finance the costs of (i) refunding the Issuer’s outstanding Water and Sewer Revenue and Refunding Bonds, Series 2000 (the “Refunded Bonds”), (ii) purchasing a reserve fund insurance policy relating to the Bonds, and (iii) paying costs of issuance of the Bonds, including the municipal bond insurance premium. We have examined the law and such certified proceedings and other papers as we deem necessary to render this opinion. All terms used herein in capitalized form and not otherwise defined herein shall have the respective meanings assigned to such terms in the Resolution. The principal of, premium, if any, and interest on the Bonds are payable solely from and secured by a prior lien upon and a pledge of the Net Revenues and the Impact Fees Debt Service Component and, until applied in accordance with the provisions of the Resolution, the proceeds of the Bonds and all moneys, including investments thereof, in certain of the funds and accounts established pursuant to the Resolution (other than the Rebate Fund and the Impact Fees Stabilization Fund), all in the manner and to the extent described in the Resolution (collectively, the “Pledged Funds”). The Bonds and the interest thereon do not constitute a general indebtedness of the Issuer or a pledge of its faith and credit, but are payable solely from the Pledged Funds in the manner provided in the Resolution. No owner of any of the Bonds shall ever have the right to compel the exercise of the ad valorem taxing power of the Issuer to pay the Bonds or interest thereon or be entitled to payment of the Bonds or interest thereon from any moneys of the Issuer except the Pledged Funds. The Issuer has reserved the right to issue additional parity bonds to be payable from and secured by the Pledged Funds equally and ratably with the Bonds upon the terms and conditions prescribed in the Resolution. E-1 As to questions of fact material to our opinion, we have relied upon the representations of the Issuer contained in the Resolution and in the certified proceedings and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation. Based upon the foregoing, we are of the opinion, under existing law, as follows: 1.The Issuer is a duly created and validly existing municipality of the State of Florida with the power to adopt the Resolution, perform the agreements on its part contained therein and issue the Bonds. 2.The Resolution has been duly adopted by the Issuer and constitutes a valid and binding obligation of the Issuer enforceable upon the Issuer in accordance with its terms. 3.The Bonds have been duly authorized, executed and delivered by the Issuer and are valid and binding special obligations of the Issuer enforceable in accordance with their terms. 4.Interest on the Bonds (including any original issue discount properly allocable to the owners thereof) (a) is excluded from gross income for federal income tax purposes and (b) is not an item of tax preference for purposes of the federal alternative minimum tax applicable to all taxpayers; provided, however, that interest on the Bonds is included in “adjusted current earnings” for purposes of calculating the alternative minimum tax imposed on corporations. The opinion set forth in clause (a) above is subject to the condition that the Issuer comply with all requirements of the Internal Revenue Code of 1986, as amended (the “Code”), that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be (or continue to be) excluded from gross income for federal income tax purposes. Failure to comply with certain of such requirements could cause the interest on the Bonds to be so included in gross income retroactive to the date of issuance of the Bonds. The Issuer has covenanted to comply with all such requirements. The Series 2009 Bonds will be “qualified tax-exempt obligations” within the meaning of Section 265(b) of the Code. We express no opinion regarding other federal tax consequences arising with respect to the Bonds. 5.The Bonds are exempt from registration under the Securities Act of 1933, as amended, and the Resolution is exempt from qualification as an indenture under the Trust Indenture Act of 1939, as amended. It is to be understood that the rights of the owners of the Bonds and the enforceability of the Bonds and the Resolution may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights heretofore or hereafter enacted to the extent constitutionally applicable and that their enforcement may also be subject to the exercise of judicial discretion in appropriate cases. Respectfully submitted, F&LLLP OLEYARDNER E-2 ßÐÐÛÒÜ×ÈÚ ÚÑÎÓÑÚÝÑÒÌ×ÒË×ÒÙÜ×ÍÝÔÑÍËÎÛÝÛÎÌ×Ú×ÝßÌÛ Ì¸·Ý±²¬·²«·²¹Ü·½´±«®»Ý»®¬·º·½¿¬»ø¬¸»Ü·½´±«®»Ý»®¬·º·½¿¬»÷·»¨»½«¬»¼¿²¼¼»´·ª»®»¼¾§ Ý·¬§±ºÝ´»®³±²¬ôÚ´±®·¼¿ø¬¸»×«»®÷·²½±²²»½¬·±²©·¬¸¬¸»·«¿²½»±º·¬üïêôêìðôðððÉ¿¬»®¿²¼Í»©»® 못²«»Î»º«²¼·²¹Þ±²¼ôÍ»®·»îððçø¬¸»Í»®·»îððçÞ±²¼÷ò̸»Í»®·»îððçÞ±²¼¿®»¾»·²¹·«»¼ °«®«¿²¬¿²¼«¾¶»½¬¬±¬¸»¬»®³¿²¼½±²¼·¬·±²±ºÎ»±´«¬·±²Ò±òçð±°¬»¼¾§¬¸»Ý·¬§Ý±«²½·´±º ¬¸»×«»®±²Ú»¾®«¿®§îêôïççêô¿¿³»²¼»¼¿²¼®»¬¿¬»¼·²·¬»²¬·®»¬§¾§Î»±´«¬·±²Ò±òçð±°¬»¼¾§ ¬¸»Ý·¬§Ý±«²½·´±º¬¸»×«»®±²Ñ½¬±¾»®îìôîðððô¿¿³»²¼»¼¿²¼«°°´»³»²¬»¼º®±³¬·³»¬±¬·³»ô¿²¼ ¿°¿®¬·½«´¿®´§¿³»²¼»¼¿²¼«°°´»³»²¬»¼¾§Î»±´«¬·±²Ò±òïêí迼±°¬»¼¾§¬¸»Ý·¬§Ý±«²½·´±º¬¸» Ý·¬§±²Ò±ª»³¾»®ïðôîððçø½±´´»½¬·ª»´§ô¬¸»Î»±´«¬·±²÷ò̸»×«»®½±ª»²¿²¬¿²¼¿¹®»»¿º±´´±©æ ÍÛÝÌ×ÑÒïòÐËÎÐÑÍÛÑÚÌØÛÜ×ÍÝÔÑÍËÎÛÝÛÎÌ×Ú×ÝßÌÛò̸·Ü·½´±«®»Ý»®¬·º·½¿¬»· ¾»·²¹»¨»½«¬»¼¿²¼¼»´·ª»®»¼¾§¬¸»×«»®º±®¬¸»¾»²»º·¬±º¬¸»Ø±´¼»®¿²¼Þ»²»º·½·¿´Ñ©²»®±º¬¸» Í»®·»îððçÞ±²¼¿²¼·²±®¼»®¬±¿·¬¬¸»Ð¿®¬·½·°¿¬·²¹Ë²¼»®©®·¬»®·²½±³°´§·²¹©·¬¸¬¸»½±²¬·²«·²¹ 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